Ultimate Avengers Volume 2
by Marvelfan604
Summary: Rejoin they Ultimates as they challenge the new world order! With the world turning against them, how will the heroes fare as their country is torn apart by villains both abroad, and worse, from within! Sequel to Ultimate Avengers and ties in with Ultimate Spiderman and X-Men stories. Sequel is now up!
1. Chapter 1

**Disclaimer: All characters belong to their respective owners, I own nothing from Marvel. **

**Chapter 1**

**Times Change**

**(Read below so you're not confused!)**

**A little back ground here, if you haven't read my previous story you might want to check it out. This story takes place a year after the events of my Ultimate Avengers story. Some key events have happened that will be explained in flashbacks. Thor has distanced himself from the Ultimates while the Black Panther has been inducted into the team, although publicly remains out of sight. **

**Giant-Man/Ant-Man (Hank Pym) still remains comatose after the events of Ultimate Avengers (see my first Ultimates story) and Wasp has taken a more active role in the team despite her grief (also taken on her Ultimates 2 outfit as well as making one for Hank, the Ant-man one from the comics that can grow in size). **

**Tony Stark has revealed to the world that he is Ironman, a statement met with mixed results (also wearing Ultimates 2 armor). **

**Thor has split from the Ultimates after disagreements with Fury. **

**Hawkeye is in his Ultimates 2 appearance and is more involved in Avenger's work than previously.**

**Banner has been moved to a more comfortable cell beneath the Triskelion for better access to work and living quarters. **

**Northern Syria, One Year Later**

The jet flew through the air, breaking the tranquil night over the war-torn nation. The jet's thrusters slowly weakened in intensity allowing the wing-rotors to take control, steadying the craft as it continued its approach. The loading door slowly lowered to reveal a lone figure walking along the ramp.

A soldier quickly rushed towards him with a back-pack. "Sir! You forgot your parachute!" "No I didn't soldier." The man replied as he walked towards the ramps edge, the wind whipping across his face.

Captain America looked down at the icy waters below before diving off the ramp arms forward. The soldier watch as the living legend plummeted six-hundred feet and hit the water with the force of a bullet.

Cap felt the water rushed past his body as he sank deeper into the abyss. He quickly began to perform breathe-stroke after placing a rebreather in his mouth, giving him ten minutes of oxygen. He continued to swim before seeing a storm-drain leading into the ground. 'Bingo.' The man thought as he swam towards the metal barrier.

He gripped the rusty handles before ripping the girder off the wall, allowing him to swim through the pipes.

**Triskelion, Manhattan**

Nick Fury stood in front of the group of assembled agents as he displayed the mission plan. "We're gonna need at least a six-hundred foot drop if we're gonna get those hostages out alive." A hand was raised by a blonde haired man with glasses. "What's up Clint?" Clint Barton sat rather calmly in his chair despite the situation.

"Where are we in all this?" Hawkeye asked as he gestured to himself and Widow, who was sitting calmly in her seat. "You'll be a mile off the coast in case of emergencies. We need all nine of those hostages alive. That's why Cap's gotta wade through three miles of sewage to keep a low profile. Anything overt and we risk killing every hostage in that house. You saw what those guys did in Basara, last thing we need is nine body bags lined up in Dulles airport." "I here what you're saying Fury, but are you prepared for the blow back?" Widow asked.

"We promised both the president and the public that Super-soldiers would only be used domestically. When this goes public, shit will hit the fan." "I'm aware Nat. But it's either this, or these guys get to add nine more to the body count."

**Syria**

Captain America hurled his shield at the approaching terrorist, knocking him out cold before it rebounded into a second one. The shield bounced back to its owner who easily caught it in one hand before he delivered a powerful punch to a machine-gun toting terrorist. The man was sent flying, crashing into a pile of boxes that cracked under his weight.

The terrorist unleashed a hail of fire that bounced off captain's shield, ricocheting into the shooters. The men fell to their own guns while several got wise to their ineffective attack and ceased firing.

The group of men retreated back while some blindly fired, hoping for a lucky shot. Captain America charged forward leaping over burning cars and downed bodies. The men rushed through the doors of the building, slamming them shut. The men slammed a wooden plank in front of the door, preventing it from opening.

Captain America was mere feet away from the door as he saw it close. "Bad move buster!" The super-soldier slammed into the door, breaking it down like cardboard, scattering the men inside like ragdolls. The men scrambled to recover their guns as the American hero casually strode into the room, shield on his arm.

In the center of the room were nine American citizens, bound and gagged with rope and cloth. Captain America walked towards the group ignoring the profanity and petty threats being thrown at him from the local insurgents around him.

"Don't worry folks I'm gonna get you out of here. And you." Cap said glaring at the gun wielding terrorists. "If you touch those triggers, I swear after I'm done with you, your own mothers won't recognizes those faces." The insurgents looked at each other in fear.

The guns clattered to the floor as the men raised their hands in surrender. Captain America adjusted his shield as he walked towards the hostages. "Smart move."

**JFK Airport, Two Days Later**

The airplane touched down on the tarmac, speeding down the runway until it began to slow to stop. Reporters and news crews flooded the runway, pushing past the runway crew. Police and technicians had to restrain the reporters behind a line of officers so the passengers could safely depart.

The door to the plane lowered as nine individuals stepped out onto the tarmac. Wrapped in bandages and blankets. Photographer's flashed their cameras while reporters blared out questions concerning the events that transpired. Several police blocked off the advance of the scoop-hungry newsmen and women. The former hostages were escorted down the tarmac while several stopped to answer reporters.

**CNC News Broadcast**

"For those of you now joining us, I'm Larry DeVoure covering the breaking news story of how Captain America rescued nine hostages from Syrian insurgents. Joining us tonight is Mr. Tony Stark, also now publically known as Ironman." The camera panned to Tony Stark who wore a simple business suit and sat comfortably in his chair.

"Thank you Larry for having me here tonight." "Not a problem Mr. Stark." "Please, call me Tony." "Alright, Tony, what is your stance on this issue of super-soldiers?" "I think you're going to have to be more specific." "The president himself, stated to the public, that super-soldiers would only be used domestically. So why did a Person-of –Mass-Destruction invade a foreign nation?" Tony leaned back in his seat before casually answering the question.

"First off Larry, I don't really think Captain Rogers qualifies as a Person-of Mass-Destruction. Secondly, this was not an invasion, nor a covert operation to sneak in super-soldier through the back door and into a war-torn nation for military purposes. No, this was a humanitarian rescue operation to save the lives of nine aid workers who went to Syria to provide relief care. This had the backing of both the President, Congress, and the UN security council." "So you believe this act didn't violate the terms set forth for the Super-soldier act?" "Listen Larry, this act was for better or for worse a standard hostage rescue mission of American citizens. This was no different then one where we would send in the normal troops." "But The Ultimates are not normal troops. Are they, Mr. Stark?" Larry said, deliberately trying to provoke a response.

Tony sighed before leaning forward. "No. They are not. But in this case I think many of the people and their families who were involved in this crisis are mighty grateful that it was Captain America who saved them. We are not getting involved in foreign wars or attacking foreign nations like a group of glorified soldiers."

Larry clicked a button on a remote, changing one of the screens behind him. "That's now what this guy says." The newsman said while pointing at a picture of Thor on the news. Again Tony sighed, but cracked a smile soon after. "Larry, Thor is a friend of mine, and although we've had disagreements in the past, we're talking about a man who believes he is a Norse god. I think we can assume some things he says can be a bit out there, Y'know?"

**Triskelion**

Nick Fury watched the news report as Tony and the newsman continued their debate. "Boy looks good on the tube." Fury said as Agent Hill approached him. "All nine hostages accounted for and safe on US soil sir." "Excellent." The director of SHIELD replied.

"We also have confirmation that Captain Rogers has made it back safe and sound." "Was there ever any doubt?' Fury asked rhetorically, a smug smile still dominant on his face. Hill sighed while smiling. "Coulson has a report from Alaska." "How does he like the weather?" "He hates it. Why'd did you send him up there again?" "We needed a senior agent in charge and he said he liked the cold." Hill looked down at the computerized clipboard she carried and hit some commands before speaking again. "And why'd we have Panther go with him?" "Kid needed to get outta of the house for a while." "Is that all?" "Having an Ultimate around does do wonders for security." Fury plainly said as he stared at the main monitor.

Hill looked at her clipboard and frowned. "Sir?" "What is it Hill?" "Why do we have a SHIELD officer in custody? Carol Danvers?" "That's a sensitive topic." Fury said walking over to his female agent. He looked at the live feed of a beautiful blonde woman in her containment cell. "She's in there for her own safety. Believe me, she was worse when we found her."

**Manhattan, Lower Side**

Steve Rogers walked past the crowded streets of Manhattan as he stepped onto the steps of the cemetery. He walked past the hundreds of tombstones that dotted the landscape. He walked up to one grave in particular and kneeled down at the grave marker. He read the engraving, even though he had memorized it.

"How many times do you come here?" A Russian voice asked from behind. "At least once a month. I-I…" Steve placed a hand over his eyes as he realized he was tearing up. A soft but firm hand placed itself on his shoulder. "I know Steve." Natasha said as she kneeled down next to him. "I know how you feel Steve, I went through the same thing." Steve turned to look at the beautiful redhead. "How do you deal with it?'" "I always tried to avoid it…but lately you just have to find someone with shared experience." Steve rose to his feet, followed shortly by Natasha.

"How did your brother die?" "Lung cancer. I told him not to smoke…stupid kid never listened." Steve said with a bitter smile. Natasha patted Steve's arm as the two walked out of the cemetery.

"What about your family?" Steve asked. "I was an orphan. I became a spy when I was chosen for the Red-Room school." "I'm sorry." "For what? You did nothing wrong." "Was there anyone you were close to then?" "A few. I had a friend named Yuri, but he went missing." "I think I should stop asking questions now." Natasha laughed at this. "Oh stop being some melodramatic, I've had a lot of time to reflect and get over this." The Russian spy said as she locked her arm around Steve's.

The two walked down another street as they continued chatting. "I don't like what they're saying about you." Natasha said. "What do you mean?" "You risked your life to save those people and the second you get back they tear you apart for being involved in a foreign affair." "It's what I signed up for. If they hate me its their choice. But I don't like all this team bashing those reporters are doing. Especially on you." Widow smiled.

"That's sweet Steve." She said while leaning up and kissing him on the lips. Steve returned the gesture as he wrapped his arms around her waist pulling her closer. The two's kiss lasted for a few more seconds before they broke off. "Feel better?" Natasha asked while smiling. Steve returned the smile and responded. "Much." The two continued to walk down the street while idly chatting.

"It just irks me, y'know. I mean you were an espionage agent, what did they expect your past to be sunshine and rainbows?" Cap asked rhetorically. "They're reporters and we're basically celebrities right now. They'll do anything to stir the pot and makes some buzz." "That wasn't how the news use to be." "Different time Steve. How you adjusting since last year?" "I've been thinking. No polio is good. Microwaves too, we use to boil everything. Oh and Internet. So helpful in catching up." "Natasha laughed at this before shaking her head. "Welcome to the 21st century Captain."

"What about this Thor business? Did Tony mention why he left?" "Same reason Tony is uptown debating with those news broadcasters. They think the US is going to be using Super-soldiers abroad in military activities." "And Thor quit because of that?" "He's a hippie. He was against joining us in the first place. Now he's out and about protesting against any military power involved in foreign affairs."

"Fury's not taking this well is he?" Widow shook her head. "Surprisingly we haven't heard a lot of news about him yet. Nick's keeping his eye on him though. But enough about mister thunder god, you hear about Tony's announcement?" "Of course. I was there, remember?" The two rounded a corner and entered a more rundown part of New York.

"He's gotten some mixed views on that little review. Some people love him. Others have just found better ways to target his company by claiming he's in possession of a dangerous weapon. He and his company are facing a lot of heat." "And how's Janet doing?" "She's hanging in there. Hank's condition seems to be improving and Betty has been helping her out. But she's done pretty well so far. She's helping Tony to diffuse a lot of the negative publicity right now." "She is rather media savvy. Better than me anyway." "You juts don't know how to deal with the press. Hell in '44 you only gave like a two second interview with journalists." "I didn't want to be a celebrity. I just wanted to do what was right." Natasha smiled. "Well you're doing a hell of a job, soldier.

Cap smiled down at the woman before they heard the click of a gun. The two turned around to see several filthy looking punks in hoodies and town jeans. One held a gun (clearly an unprofessional) pointed t the two Ultimates.

"Alright! Han over ya money and wallets, Man!" The gun-wielding thug exclaimed with a filthy smile filled with rotten teeth. Steve looked down at Natasha with a questioning look. "Are we being mugged?" He asked in slight disbelief. "Yea man! You stupid or somtin?!" He slurred out. "I think we are Steve." Natasha said with a confident smirk. Steve returned the gesture with a knowing smile.

The group of thugs looked a little confused at the couple's seemingly calm demeanor. "What you idiots smiling bout?!" the gun wielder said before the couple turned towards him.

The last thing the thug saw was the larger blonde rushing him.

**Stark Industries Penthouse**

Tony Stark sat up in his bed, stretching his shoulders in an attempt to loosen himself up after his previous endeavor. He yawned out loud as he moved slightly, feeling his shoulders pop.

His mind drifted back to the events leading up to his current state and the state of the person lying next to him.

**White House, One week after Chitauri's defeat**

The entire ballroom was filled with different guest ranging from politicians, generals, and celebrities. The Ultimates were currently the guests of honor alongside Nick Fury and T'Challa who had been reluctant to come and only relented after some prodding by Tony.

The group was centered around their own little area making small talk with several guests. Quicksilver and His sister were currently standing, a glass of wine in their hands as they looked around at the festivities.

"Hard to believe the world was bout to end a week ago." Wanda said as she looked at the partygoers. "Yeah. Just look at them running around like nothing happened." Pietro added. "That's how people in power cope." The two siblings turned around to look at Tony who had a glass of champagne in his hand.

"Pretend it didn't happen or that it wasn't as big a deal as it was." "That's how you cope?" Wanda asked. "No. This is my coping mechanism." He said holding up the glass of alcohol with a small smile. "By the way…Did you know Hawkeye had kids?" Pietro raised an eyebrow and turned to look at the blonde haired archer who was currently laughing alongside three small children with similar hair color. "He has kids?" Pietro stated in disbelief.

"Guess it's not common knowledge." Natasha said as she walked towards the group, sitting down across from Tony. "Miss Rominoff." Tony said, tipping his glass towards her. "He started a family several years ago with his girlfriend Laura. They actually have a house together." "Really?" Tony said. "I didn't see him as the family man." "You're not the only one Stark." Pietro said.

Wanda looked around the room searching for someone. "Is something wrong?" Natasha asked. "Where's Wasp?" "She didn't come. She's still at the Triskelion with Hank." Tony said with a hint of bitter edge in his tone. Pietro narrowed his eyes briefly, but said nothing.

"Where's Thor?" Natasha asked, attempting to change the subject and knowing Tony would be one of the few people the Thunder god actually viewed as a friend amongst the team.

"Oh he said he refused to come until the president was thrown out of office…or something like that." "The man doesn't like the way our government is." A new voice interrupted. The group turned to Steve who sat down at the table. "For someone who just cleared himself of some old ghosts and saved the world you don't seem very happy." Tony said with a smile. "The world almost ended and here we are acting like it never happened." "Oh don't make me explain that again." Tony said exasperatedly. "It's a coping mechanism." "It's avoiding the truth." Tony shrugged at the statement.

Widow decided to end an argument before it began and stepped up from the table. "Come on Mr. Rogers. You owe me a dance." She grabbed Steve by the arm and led him, to the dance floor.

"Well that's interesting." Tony said with a grin. He turned his head to the side and the grin faded. He bolted up out of his seat and turned around to face the mutant siblings. "Uh…something wrong?" Pietro asked, a little startled at the man's sudden actions. "Quick! Act like your talking to me!" Tony said.

"But we are." Wanda replied confused by the man's actions. Pietro leaned to the side to look past the billionaire playboy, hoping to see what had caused his jumpy behavior. He saw a beautiful Asian woman in a form-fitting white dress approaching the group, seemingly bound for Tony.

"What? Billionaire playboy scared of a beautiful girl?" Quicksilver taunted. "Try ex-fiancee." Tony muttered, knowing what was coming.

Wanda and Pietro both took on looks of shock at the news. "What?" the silver haired mutant managed to mutter. "Long story. Explain later. Talk. Now!" Tony nearly begged. "Uh…" Pietro said as he struggled to actually get a topic. Wanda seemed to be having the same problem.

"Hello Tony." The woman said as she stood exactly three feet away from the business tycoon. Tony cringed as he still faced his teammates who were looking between him and the new woman. Tony finally turned around with a forced smile and looked at the face of the woman he had attempted to avoid.

"Rumiko! How are you?" The woman smiled in a knowing way, fully aware of what her presence was doing to the billionaire. "I see that you're doing well." He said trying to make the meeting less awkward. "Yes, Fujikawa Industries is doing well. As is Stark Enterprise. Even though you stopped manufacturing weapons." "Yes I realize it was a risky business move but I thought it would be best to swap to something more creative." "And that had nothing to do with your little escapade in Asia?" The woman asked causing Tony to glare.

"How…?" "Fujikawa Industries works primarily in the East. Information gathering is second nature to my company." "I heard that your father had passed away. My condolences." "Thank you." Rumiko said. "What brings you here to this party?" Tony asked trying to keep his composure.

"The secretary of defense has hired me as an advisor and manufacturer of arms." "You're their new weapons designer?" Tony said with a hint of anger. "Oh? Professional jealousy?" Rumiko teased. Her demeanor quickly changed from playful to serious within a second. "Someone had to do it after your company abandoned the practice." "I had my reasons." Tony said bitterly.

"Honoring doctor Yinsen?" Tony's eyes widened while Pietro and Wanda raised an eyebrow. "Shut up." Tony growled. "Ever since you came back you've changed. To the public you're still the same frivolous billionaire but deep down that man is dead." Rumiko said. "It took some time for me to figure out why you called off our engagement, but I guess leading the double life of an armored superhero would do that." the twin sibling stared at the woman curiously as Tony glared at her. "Enjoy the party Tony, I have a business deal to attend to."

The Japanese woman walked away as Tony looked after her, gripping his glass tighter than ever. "Uh…care to explain now?" Wanda asked. "Rumiko Fujikawa. My ex-fiancee." "We got that part so far, but…" Pietro started. "I broke off my engagement to her after I became Ironman." "And how did you guys get engaged exactly?" Wanda asked, knowing her brother had the same question.

Tony sighed as he sat down, still looking in the direction in which his EX had walked away to. "We hooked up mainly to piss off our parents. It was all over the tabloids for a while. Fujikawa and Stark and all that nonsense." "I'm sensing a 'but' coming." Wanda said. "But…we actually enjoyed our time together She was the first and last serious girlfriend I ever had." "How long did you date for? A few months?" Pietro asked. "Two years." Pietro gagged on the wine he was drinking and coughed to clear his throat.

"Two years?!" The silver haired mutant exclaimed in shock. "Yeah." Tony said. "Wow." Wanda said, with a look of surprise on her face. "And you broke up with her?" "After I decided to become Ironman I called off my engagement to her and we drifted." Tony said as he looked down at his drink.

"You still love her. Don't you?" Wanda said as she unintentionally sensed his emotions. Tony didn't respond to her question as he sat up from his seat after downing the wine in his glass. "I need another drink." He muttered, walking past the twin siblings on his way to the bar.

**Stark Penthouse, Present Time**

Tony turned to look at the Asian beauty sleeping soundly on the opposite side of the bed. Rumiko was currently curled up against a pillow as Tony smiled down at her.

The door to the room opened at Jarvis walked into the room carrying a tray with a small breakfast and two glasses of Martini's. "Good morning sir. Or should I say good evening?" "What time is it?" Tony asked as he stretched his arms.

"Sir I'm pretty sure you're smart enough to depict that from the angle of the sunlight filtering through the room in conjunction to its inner design." "Jarvis just give me the time." "It's 2:30 in the afternoon."

Tony grunted as he got off the bed, stretching his sore muscles as he did so. "Rough night, sir?" Jarvis said sarcastically. "I love her, but she's killing my back." "You didn't seem to mind last night…" a tired feminine voice said.

Tony turned around to see Rumiko slowly rising off the bed, using the sheets to cover herself. Tony smiled a little as he thought back to the previous night. "True."

"I do hate to interrupt this moment, but I hope that you will at least get dressed to eat your breakfast. This is a pent house, not a brothel." Jarvis said in his usual sarcastic tone. He set the tray of food on a table in the corner of the room before exiting.

"He hasn't changed at all." Rumiko said with a smile as she casually began dress herself. Tony followed her example and began to put on his business suit. He pressed a switch on a nearby remote to turn on the news. The news broadcasted a poll detailing the support Ironman was getting over the reveal of his identity. "Are they still on about this Tony?" Rumiko asked.

"Oh let them have their fun. We had even more publicity than this when we went public. Didn't your old man try to kick you out?" "I thought that was yours." "Maybe…ah who cares anymore?" Tony sighed as he finished buttoning up his suit.

"I don't like the fact that they're harping on you so much. You're a hero. Why are they split against you now?" "As far as the public cares I'm just trying to make up for past mistakes. And they're right. Every thing I built for Stark Enterprise was a weapon. Even the Ironman suit." "But you built that to help them." "I could use the same excuse for all the other hardware I made."

Rumiko got up from the bed, fully dressed in her business suit and skirt. "Tony, you promised someone that you would use that armor for a real purpose. Now tell me, are you really going to disgrace Yinsen like this?" "Tony looked at the small mirror that was placed directly in front of him. He looked down at the reflection of his chest as he placed a hand over the device implanted in his heart. "No." He said before straightening his tie. "I wont." Rumiko smiled. "Good. I'll see you after your meeting, 'dear'." Rumiko said as she planted a kiss on Tony's lips. "You too, 'honey'." Tony said as he watched his old flame leave the room.

**Triskeion, Med Bay**

Wasp walked through the hallways of the medical wing, searching for one particular room. She approached a single room near the end of the hall and punched in the command code for the door. It opened to allow the mutant to enter the room where she saw her still comatose husband lying on the hospital bed.

She smiled a bitter smile as she looked at his vitals. All read normal except for brain activity that still remained comatose. She set a new bouquet of flowers in the vase on the table near the far side of the room. She changed the water in the vase before replacing the flowers. "There. Nice and pretty." "Just like your hair…" A voice barely whispered out.

Janet froze where she was as the vase dropped from her hands, smashing against the floor. Water and flower petals scattered over the ground, but were ignored. Wasp turned around to see the barely conscious form of Hank Pym.

"H-Hank…?" She whispered in disbelief. "H-hey…Jan…" Hank whispered as he struggled to move.

In a blur of motion, Wasp grabbed her husband in a fierce hug, tears falling down her face like a fountain. "Thank God! Oh sweet Jesus…thank God!" She exclaimed in joy.

Seconds later doctors and nurses rushed into the room performing every known procedure and check up they were qualified to do.

**Morningside Heights, Sky Terrace Restaurant**

The stormy weather roared over the restaurant as arcs of lightning flashed through the dark clouds. Bolts of electricity flew through the air, lighting the sky with a blue hue.

Several bolts slammed into the top of the restaurant's outside patio, searing the ground it touched. A lone figure emerged from the blue light, a silver hammer-axe swinging by his side.

Thor opened the doors to the restaurant walking into the room like he was any normal person. Dozens of patrons looked at the man in complete shock as they saw the famous hero and self-proclaimed god enter the room. Dozens of whispers were heard and even more phones wee flashing from taking pictures or videos.

The blonde-haired god walked towards a table in the center of the room occupied by a large patron. The man had long red hair and an equally long red beard. He was a portly man with a large belly, but if one looked close enough, they could see the contours of muscles over the man. In all honesty he looked like a classic version of a lumberjack but dressed in a pink Hawaiian shirt and tan kakis.

"Good to see you Volstagg." Thor said as he approached the man who was in the middle of finishing a full rack of lamb by himself. "What took you so long? I was hoping your time on this planet would've helped to teach you about puntuality." Thor smiled as he pulled back the chair to the table before he sat down, placing his hammer down beside him.

"I apologize for being late. I was creating a rainstorm in Ethiopia to stop a drought and alas, no local had a watch. Allow me to make up for my tardiness with a round of ale!" Volstagg smiled as he raised a half-finished glass for himself. Thor imitated the gesture as the banged their glasses together in cheers. "Hahaha…I've missed you old friend." Volstagg said as he took another bite of meat, this time from a turkey leg. "Forgive me for starting dinner without you. It's been so long since I've come to this realm that I've forgotten what chicken tasted like!" "How long has it been?" Thor asked as he drank from his glass.

"More than a few centuries by my count. Not that it matters. It seems time has only changed mankind for the worse." Thor frowned as he placed his glass down on the table. "What do you mean?" "Look around you! The humans slaughter each other in droves while they idly fret! Even your former allies in that military group are no better!" "There are more than a few noble souls amidst them." "They work for the very same corrupt power your father sent you here to stop."

Thor narrowed his eyes before speaking. "I've spent more time amongst them than any of you in the past few years. Father object to this new world order but many of its agents are fine men and women." Volstagg looked serious for a moment before he burst out laughing as if he had just heard the funniest thing in the world.

Thor frowned at the puzzling scene and waited for his old friend to cease his laughter. After about a minute, Volstagg finally stopped his convulsions. "Hahahah…ha…Oh, forgive me my friend. I just can't believe how humble you've become in such a short time! I remembered when you boasted that no mortal would ever earn your respect and hear you are praising their valor when I denounce it!"

Thor stared at Volstagg intently before he too began to break out into a loud chuckle. "Indeed…humility amongst the humans has taught me much." "It reminds me of the times in Asgard when all of us would battle demons from Alfheim." Volstagg said as he reminisced old times. "Yes…" Thor said softly as he remembered the heroes Three, Baldur, Sif, and of course, his brother.

"Volstagg…has there been any word of Loki since Asgard returned?" The red-haired warrior frowned at the mention of the trickster. "Even if there was…it would only fill the halls of Valhalla with rage and disgust."

Thor clenched his hands at these words, his left drifting towards his hammer. "Have care how you speak, Volstagg. Loki may be beyond all reason…but he is of Asgard. And my brother." "But he is also of Yondenheim." "Does that matter? I have fought against frost giants! Some have been as noble as any of our warriors!" "But none were the son of Lafi!" Volstagg exclaimed, slamming his fist on the table. This startled many of the occupants of the room who looked at the door in fear, waiting for an opportunity to flee.

Thor saw their fear and motioned for his friend to calm his anger. "Enough Volstagg. Loki was one of us. He aided us in battle. He may have been Lafi's blood but he was Odin's son." "And he betrayed us all. He took our trust and shattered it as he did Asgard during Ragnarok. The nine realms are well rid of him." Thor once again felt his anger rise before he calmed himself, mentally reminding himself that there were innocents around him.

"Anyways," Voslatgg said drawing Thor's attention. "Speaking of old enemies…" Thor leaned back in his seat as he rand his hand over his Mjolnir's grip. "This is no casual meeting, is it?" Thor said. Volstagg shook his head before leaning forward, lowering the sandwich he was eating.

"Amora has escaped the Room Without Doors. She is currently here on Midgard." "How?'" Thor said in a near whisper. "Even Loki at his peek would find it impossible to break free of that prison!" "Not if he had help." Thor gritted his teeth in anger. "Who helped her escape?" "Her own flesh and blood. Her sister." "Lorelei." Thor muttered in disgust.

"Indeed. Fortunately, they don't seem to be collaborating any further than that." "It matters not. I bested the Enchantress many a times. I can do so again. After all I bested Loki, her teacher."

"This time is different, Thor." Volstagg said, leaning closer. "She intends to use your allies against you! She will seduce them! Poison their minds and turn them against you! If Odin is right…she will be assembling her own group of warriors to challenge you." Thor took another drink from his glass. "I will best them in combat. It will be no different the our previous bouts, old friend."

"Don't be foolish! Can't you feel her magic at work! Reality as we speak is being shifted! Rewritten in her own version of deceitful lies and slander! Be prepared Odinson! What will come next is beyond anything you have ever seen!"

Thor raised his hand to stop his friend's rant as he lifted his drink to his mouth and took a sip. He set the glass down as he spoke again. "I'll be ready Volstagg."

After a moment a waiter finally worked up the nerve to approach the god's table. "Excuse me sir? Are you dining alone or waiting for someone?" Thor looked at the man as if he were crazy. "What re you talking about? Can't you see my friend sitting right here? Volstagg the Voluminous of Asgard and member of the Warriors Three."

Again the man gave a worried look around the room, seemingly matching the mood of the other patrons. "Sir…you been speaking to yourself for the past few minutes. Alone." Thor's eyes widened in surprise as he looked across the table to see nothing but an empty chair. Even the table was clear of the feast Volstagg had ordered. Thor looked at his right hand where his drink had been and saw he was gipping nothing but empty air.

"Seriously?" he muttered in disbelief. "Sir…you're scaring the other customers…" The waiter said nervously as Thor looked around to see the other civilians staring at him with concerned and frightened gazes.

**US Presidential Conference Suite**

Captain America walked through the halls of the press conference party in full military uniform, followed closely by Widow in a black business suit. Both walked down the halls with several cabinet members and politicians.

Photographers snapped photos of the entire group as they continued down the hall. "I don't remember this many press shoots back in my day." Steve muttered. Natasha smiled while they walked. "Steve, this isn't '45 remember? Things are different, just smile and wave."

Several reporters rushed the steps of the building, only being held back by several police and secret servicemen. They bombarded the group with questions, mostly aimed towards the two Ultimates in their midst. While most of the questions where standard fare, several caught the couples attention.

"Captain Rogers! Why did you and the Ultimates repeatedly lie to the public concerning the identity of the Hulk?" "Why did you deny knowledge of his relationship to Betty Ross?" Natasha stepped forward as several reporters swarmed closer. "What are you talking about?"

**Triskelion Med Bay**

Wasp sat beside her husband's bed as he watched the hollow monitor display several images of past events. "All that while I was out? Man does that suck…" Hank grumbled. "Oh don't be so sour! You're here now!" Wasp said energetically, causing her husband to smile.

Wasp leaned closer. "God…I've missed that smile…" she muttered. "Missed yours too…" Hank said as they leaned closer to each other.

The doors to the room flew open as a gust of wind roared through the room. Quicksilver grabbed the remote and quickly flipped trhough the channels on the TV. "Pietro?!" Wasp exclaimed in anger. "What are y-?!" Hank began before Pietro cut him off. "You need to see this!" The channel changed to the news.

"We are now getting reports from an anonymous source with classified SHIELD documents." The news anchor said.

**Barton Household**

Inside the master bedroom slept Hawkeye as his girlfriend sat on the bed flipping to the news, she was about to change the channel when the anchorman mentioned SHIELD. "Clint?" the woman said, concern lacing her voice. Hawkeye grumbled in annoyance as he turned over. "What is it Laura?"

**CNN News Station**

The entire newsroom was abuzz with the story of the century. Reporters were blaring out questions as they viewed the data flooding their airwaves. "Where is this stuff coming from?!" "It looks like every major news station is getting SHIELD files ten levels over the president's clearance level!"

**Triskelion, Underground Prison**

Bruce Banner sat on the couch of his new cell beneath the Triskelion. He was currently eating a sandwich while reading a report on a new superhuman candidate. He flipped on the news to see what the news was reporting.

"**New reports are flooding the airwaves revealing the real identity of the Hulk. According to the reports the monstrous menace is a government employee of SHIELD currently living comfortably in a cell beneath the Triskelion." **

Bruce froze when he heard those words, the sandwich dropping from his hand.

"**According to the reports, the real identity of the Hulk is Doctor Robert Bruce Banner." **

Bruce looked at the screen in chock. "Oh shit."

**Hope you like this chapter. This is the beginning of my new Ultimate Avengers story and will only get bigger from here! You'll be seeing new characters too alongside Carol Danvers (lets face it, her ultimate incarnation sucked, it would've been better if she had her old marvel personality, then she would've been badass)**.


	2. Chapter 2

**Disclaimer: All characters belong to their respective owners, I own nothing from Marvel. **

**Chapter 2**

**Trial of The Hulk**

**Western Europe, North Sea**

The dark ocean was illuminated by the dim light of a single humanoid machine barreling through the water. Lights on the front of its chest were the only instrument portraying its shape to the aquatic life that surrounded it. Sharks and other fish swam away from the unnatural entity.

The armored creature looked at the fish before turning his attention back to the waters ahead of him.

"God…you've got some ugly fish down here." Ironman said as he was propelled through the water by his new suit's repulsor boots. "**The view isn't very good, even from here boss. I'm starting to wish those optics weren't as good as you made them." **"Well I do apologize for that, Happy, but I have to say I think I out did myself with this suit." Tony said as he swam around a large sea-kelp formation.

"**I'll say. Body temp, pressure control, HD signal feedback in real time…were you trying to set the world record for most badass piece of hardware on the planet?" **Happy asked.

"**Please don't flatter him mister Hogan. He has a big enough ego as it is." **Rumiko said over the comm-link. "Come on Rumiko, praise is what motivates me." Tony said while smiling under his helmet.

**Stark Deep Sea Sub**

Inside of the dimly lit submarine sat several key members of Stark Enterprises staff, mainly the people considered Stark's closet friends. Rumiko stood behind a small computer screen and looked at the feed her boyfriend was sending them.

"Mister Hogan, how much longer until he reaches the site? That submarine isn't going to last much longer under this kind of pressure." A tall and well built man in a white business shirt and black pants looked at the woman and then back to a radar screen. "Uh…ETA is about 2 minutes Mrs. Fujikawa. Hey boss, you might wanna hurry it up. Those EU guys seem to be getting a little restless." "**Roger that Happy. And again Rumiko I do apologize for the delay in our dinner plans." **Tony said.

Rumiko merely shrugged her shoulders and returned her gaze to the computer screen. "Well I was the one who insisted on coming here in the first place." She said. "And besides I get to spend a little girl time with my old friend." Rumiko added as she looked at a beautiful red head in a business suit sitting in front of a computer. "Thank you Rumiko." Pepper Potts said as she checked the radar screen. "Its good to see you two back together after the nasty break up. Tell me, how long did it take you to figure out he was Ironman?" "About two months after he appeared at your company."

Pepper shook her head while smiling. "Told him he should've juts made a robot." "Robots kinda creep me out." Happy said, jumping into the conversation.

A distinct coughing noise was heard behind them and the trio turned to see Jarvis with a trey of mugs. "Jarvis you know that doesn't apply to you." Happy said. The English butler cracked a small smile. "Thank you Mister Hogan. And you'll be happy to know I didn't poison your drink." He handed the cups to the members of the room but Happy hesitated in drinking his. "He was being sarcastic you idiot." Pepper said.

"Or was I?" Jarvis said as he set the tray down on a table. Happy looked down at the drink fearfully before a beeping on the monitor drew his attention. "Boss, you there yet?"

**In the Water**

"Yeah. I can see the sub. I'm gonna launch a couple of flashbulbs to give us some more light." Two slots on the shoulders of the armor broke open to launch several spheres of intense orange light. Water boiled around the spheres as they floated down to the ocean floor.

The light illuminating off the spheres lit the entire area, revealing a massive sub buried half beneath a pile of rocks. Several figures dotted the landscape, each wearing form fitting combat suits with varying colors. One dresses in red white in blue that had the crest of the Union Jack on his chest looked up at the floating Ultimate.

"Dad, its Brian. I think Ironman just showed up." The man said as he stood next to two other men wearing the colors of the French and Spanish flags on their uniforms.

Ironman descended towards while a new voice broadcasted itself over his coms. **"Hello? Mr. Stark?" **"Speaking." **This is Professor James Braddock of the EU Super-Soldier initiative. I'm sorry I can't introduce you to these men, but t—" **"Don't worry yourself Sir Braddock, I'm no stranger to red tape. Believe me I've got several offices in Europe and they are a pain to operate. I'll just take your boys out for a drink or two later on. Now let's get to work."

Ironman landed on the ocean floor where he proceeded to move towards the submarine. "Is everybody on board okay?" The man in the Union Jack floated over to him before answering. "Yeah, only some minor injuries to the crew but no casualties. I'm Captain Britain." The man said extending his hand.

Ironman shook it before looking back at the trapped sub. The man in the orange uniform descended down towards the heroes and landed next to them. "We've cleared about 80% of the debris off the top of the sub but we still cant lift it."

Ironman scanned the sub before moving forward, gripping the vehicle by its belly. "Alright…I'm going to push this thing back towards the rocks and you guys lift. That should give us enough momentum to—" "Lift it off the ground and towards the surface! Let's get in position!" Captain Britain shouted out.

The other two super-humans moved towards the side of the submarine to enact their part of the plan. "Okay…" Tony said as he gripped the vessel's metal hull. "**Boss…you sure the suit can lift that much? Its over two-hundred tons of solid titanium and steel alloys!" **"Well Happy a famous man once said 'Fortune favors the bold.'" Ironman powered up his repulsor boost, blasting himself off the ground as he pushed up against the sub.

"And…up…we…GO!" He roared as he pushed the ship off the ground. The other super-soldiers swam into action, swimming under the sub and flying upwards, pushing the titanic vessels off the ground and towards the water's surface.

"**Two-hundred meters…one-fifty…breaking surface in three…two…one!" **Happy shouted over the coms.

Above the water's surface, the waves broke as a massive black submarine burst threw the water's surface and floated into the air thanks to the aid of four super-powered beings.

"Alright boys…let's set her down on the water. Captain?" **"Yes sir?" **The captain of the sub said as he and his crew recovered from the sudden rescue. "Get those engines started." "**Yes sir! Full power to engines!" **

The propeller blades at the end of the sub whirred to life, chopping through the air at astounding speeds. "Alright…gently set her down…" Ironman said as he descended towards the water. The four super-beings deposited the ship on the waters of the ocean's surface, allowing the vessels to take off on its own power.

The team of heroes rose into the air as they watched the ship plow through the water towards the European coastline.

"I'd say that's a job well done. Eh, boys?" Ironman said as he turned towards the trio of European heroes. "A round of drinks are on me!" **"Boss…that's gonna have to wait." **"Oh come on Happy, you guys get some too." **"Tony this is no time for jokes! There's a serious problem back home!" **Pepper yelled out. "What's going on?' Tony asked as his voice turned serious.

**New York City, Time Square**

Rain poured down onto the streets of the darkened city as night cast its shadow over the big apple. A lone man stood in front of the mass of television sets inside the windows of the stores.

Thor watched as the news reporters continued to rant about the Hulk findings. **"Of course Thor was behind this information leak! This is exactly what he has been protesting against! SHIELD and the Ultimates can't be trusted! This Hulk fiasco was their fault and they covered it up! We go live now to a Presidential press conference." **

Thor frowned at the broadcast before he turned towards the sky and flew upwards, leaving the brightly lit streets behind him.

**Triskelion, The Next Day**

The group of Ultimates assembled in the briefing room as Nick Fury stood at the head of the table. Janet walked into the room followed by Hank who was resting in a wheel chair. The group took their seats at the table.

Wasp was the first to speak. "Nick…is it true? Did you lose your job?" Nick sighed as he sat down at the table. "Not yet. President and congress are debating it with the Security Council. We'll know by the end of the day."

"We had this coming." Steve said drawing the attention of everyone present. "Care to repeat that Captain?" Nick said. "We lied to the public. We said we were heroes when we were just cleaning up our own mess." "Cap…" Hawkeye started before the doors opened to reveal Tony Stark and Betty Ross, the latter looked like she hadn't gotten a wink of sleep.

"Betty!" Janet said as she stood up. Tony walked forward towards the end of the table, opposite of Fury. "How the hell did this happen?! I thought SHIELD was suppose to be an agency that specialized in info Security!" "We're handling the issue Tony." Widow nearly snarled.

"Yeah? Well now Banner is going to be crucified for an act he could barely control!" Betty flinched at Stark's words and Tony immediately regretted opening his mouth. The billionaire turned his gaze down at the table, glaring at the wood.

"How is Banner?" Pietro asked. Hank turned towards the mutant to answer. "Doped up to the eyeballs on his own antidote and crying himself to sleep in his cell. The ironic part is he hasn't turned into the Hulk in weeks. The last time he just wrecked his room and then took a nap. Fury what are we going to do?" Nick sat down in his chair and folded his hands in front of his face. "We gotta cut him loose." "What?" Wanda asked.

"You mean just hand him over to the public for a lynching?" Tony asked in disgust. "We should take responsibility for this." Steve said. "That ain't happening Rogers." Fury said. "What?" the captain snarled back. "We spun that fiasco to prove to the world that we needed the Ultimates at a time where SHIELD was going to be shut down at a time when Super-Crime had been skyrocketing. The public doesn't want our heads…they want Banner's."

"How is this going to be handled?" Betty asked, looking at the floor. Nick turned to look at her before looking down at the table. "A public trial." "Nick…that is an automatic death sentence." Tony said.

"It's what has to be done." Betty said shocking the rest of the room. "Betty!" Janet exclaimed in disbelief. "This is Bruce we're talking about!" "You think I don't know that?!" Betty screamed, finally snapping. "Me and Bruce have been off and on for the past eighteen months! You don't think this is hitting me harder than any of you?! If I can stand hear and be professional about it then so should you!" Tears ran down the scientist's face as she finished her outburst.

Janet looked at her friend in shock before turning her gaze to the floor. "I-I'm sorry Betty…you're right." Hawkeye looked around the room and decided to speak up. "Look…I know this is going to sound cold and all…but I think our top priority should be security. This breach in means we got problems." "I think we all know where the leak sprung from." Fury said with an edge to his voice.

"Thor." Natasha growled. Tony looked at them in disbelief before speaking out. "You seriously think Thor would just throw Bruce out dry like this?!" "He hates our government. This would definitely bolster his cause." Steve said leaning back. "We have to take him down." "Not now, Steve." Fury spoke. "Why not?" "Because we have no proof. We can't just stir the pot when we feel like it. We do anything to jump the gun and we could have a bigger problem than this Hulk disaster. So let me be clear Captain Rogers. Do not engage Thor."

Steve leaned forward with a serious look on his face. "What? Do I look like the kind of guy that goes looking for trouble?"

**Hades Club, Time Square.**

The military chopper hovered over the area as a single figure dropped from its doors without a safety line. It landed in the streets with barely a thud and moved towards the edge of the block.

The figure walked towards a dimly lit alley filled with people (mostly college age) dressed in punk/hippie attire. The figure brushed past the line pissing off all who stood waiting to enter the club. The bouncer in a black suit saw the approaching figure and put his hand out to stop him.

"Full house buddy! Back of the line!"

A second later the man was thrown through the clubs door where he landed on the metal walkway that lead down to the club floor. The music blared so loudly that the sound of the breaking door was muffled.

Thor sat on a couch in the middle of the club right beside the DJ's stage. He sat next to a relatively normal dressed woman with long brown hair. "And you said you found these where I told you right?" Thor asked. The woman nodded her head enthusiastically. "Yes! Just like you said! If we can prove Asgard exists to the rest of the world no one will think your just some revolutionary!" The woman said.

"I can't thank you enough Jane. Your help is most appreciated." "T-thanks…" Jane said bashfully as she brushed a strand of her hair back while Thor smiled fondly at her.

"YOU!" A voice screamed out through the club. "Excuse me?" Thor said irritably as he saw an enraged Captain America storming towards him. Steve was dressed in a long green trench coat and dark green military fatigues and army boots, his uniform's shirt worn underneath the trench coat.

"Where the hell do you get off releasing classified files like that?!" Thor didn't get up as the hero stormed towards him, ignoring the glares directed at him by Thor's followers.

Thor turned towards the DJ and hollered out. "Michael! Turn down the music will you?" The DJ saw Thor's gesture and removed his headphones while turning down the music in the club. "Thor? Is something wrong?" "Oh, nothing I can't handle dear friend. Captain America here has just accused me of leaking those Bruce Banner files to the public and is now going to beat me up, is that a correct assumption?" Thor said tilting his head towards Rogers. "This suppose to be intimidating, jackass? A bunch of hippies and dropouts? You just made us look like liars to the whole world and just got Banner the chair! Do you realize what you've done?!" "I didn't release those files captain." Thor said, casually leaning his head back.

"I've been in the Triskelion four times in my life. Twice for the Chitauri incident, once for that Charity event last Christmas and the day I turned in my resignation to Fury. I can barely do email, let alone hack into SHIELD's computers. Besides, everyone knows that I'm the most vocal opponent of the death penalty. Do you really think I would just throw some man to your incredulous government for a public lynching?" Steve glared daggers at the self-proclaimed god before he turned around to leave. "Just watch yourself buster! You've had access to a lot of info these last few months!" The captain said as he stormed away.

Before the man could reach the stairs, a twenty-year old girl ran up to him and grabbed his shoulder to gain his attention. "Hey soldier!" "Hmm?" Steve turned around only for a bottle of beer to smash over his face, temporarily blinding him. The others picked up on this and began to dump their beer on the American Super-soldier. "BEER BATH!" They yelled in excitement as they doused the Captain in alcohol.

Thor looked shocked at the events occurring. Jane stood up in horror. "Thor!" The god-made-man leapt from his seat in rage. "ENOUGH!" he roared as electricity surged through the club, illuminating the den in a bright blue light.

The clubbers backed off in fear as Thor walked towards the center of the room and stood on a table. "You idiots! You came to me seeking a better way! And now what are you acting like? A bunch of frat boys." Thor turned his gaze towards the drenched Ultimate and spoke. "Are you okay Rogers?"

Cap brushed off the dripping alcohol as he stood up. "Yeah…but your friends need to learn some manners." "I apologize for that. But as for your accusations…I am not the one who leaked those files. But I think I know who did." Cap looked at Thor questioningly. "Who?"

"Amora the Enchantress. She is playing you all and if we don't sto—""THOR!" Cap screamed. "For the love of god! Just…! Just shut up…" Thor watched as his former teammate stormed out of the club.

"You go to church every Sunday to pray to a man above the clouds. How is what I say any different?"

**Elsewhere**

Bruce Banner watched the waves crash against the sand of the beach as he felt the cold water touch his bare feet. "Again thank you for this professor." Bruce said as he turned to see a bald man in a business suit standing on the sand.

"Think nothing of it Bruce. I'm always eager to help old students. I do have a question though." "Really? What's that?" "Are we in a confused memory? I see the beach and the coast but there are several odd looking houses here." "Yeah." Bruce said as he watched the sun set. He turned his head to look at the house that was occupied by a large family all outside on the front porch enjoying a barbecue.

"I think it's a mix between a beach trip and my family's barbecue with my cousin Jenny." "You mean Dr. Walters?" "Yeah, being older than her gave me the benefit of making her think I wasn't as dumb as I looked. But…look at me now."

Charles Xavier sighed as he had to get to the real beef of the problem. "They're going to kill you. You know that right?" "Yeah…I kind of guessed that ever since I was put in confinement. Part of me knew I wasn't getting out alive. But if I'm totally honest…it's kind of liberating."

Xavier cocked an eyebrow at this comment. "How so?" "It's refreshing not having to twiddle your fingers about whether or not I'll live the next day or not. I know how this will end. I'm just happy to be out of no-man's-land, y'know?" Xavier nodded his head in understanding as he walked into the water to stand beside his old friend. "The casualties were triple figures. Everyone knows how this will end." "Yeah. The court trial is just a formality. I'm not even allowed to watch TV anymore. They think the stress of the news will cause me to Hulk out."

"Right now they are debating whether to kill you by lethal injection or electric chair." Xavier said. "Hmmm…that actually might cause me to Hulk out." "Yes. Fury is trying to find the quickest and most painless way possible." Bruce nodded his head as he looked up at the sky.

"Bruce…our time is up. Would you like me to leave you here?" "Nah, I think I should face the music right? Let's head back." "Alright."

The beach faded from view as Xavier pulled the trouble doctor out of his mind. Bruce opened his eyes to see himself sitting across from professor Charles Xavier. The wheel chair bound man sat opposite of the glass and gave a sympathetic look towards the younger man.

"I can come back tomorrow if you'd like." Xavier said. "I'll be okay sir. Thank you." "Juts let me know if the big guys starts giving you problems." Xavier turned his chair around and began to roll away as Bruce remained seated in his chair.

Xavier exited the solitary room and was greeted by the taller form of Nick Fury. "How is he?" "Surprisingly calm. He seems resigned to his fate." "I don't know whether to be happy or angry at that." Fury said as he walked alongside Xavier.

As they exited the room and entered a hallway a man with brown hair and red sunglasses stood near its exit. Cyclops turned to see his mentor and Fury walking towards him. "Professor, Fury." "Hey kid." Fury replied as they headed to the helicopter pad. "Have you considered my offer?" Xavier asked Fury.

"My school has a habit of taking in trouble people." "Nil mortalibus ardui est. Nothing is beyond humankind's reach." Scott said with a small smile.

"This isn't about helping him, Mister Summers. The public wants someone to blame. Someone to crucify." "They want a scapegoat Scott. Someone to blame and suffer for all the loss in the world. I'm happy to say you wouldn't understand." Xavier said as the group exited the building.

Back inside Banner's cellblock, Bruce sat down at his computer and began to type on the keyboard, trying to finish up his work. The doors to the room opened as Hank Pym rolled into the room in his wheel chair. "Hey Bruce." "Hank! I heard you had woken up! What's wrong with you're legs?"

"Nothing serious. They just don't want me exerting myself." "Well that's good." "How does it feeling being a big TV star?" Hank asked as he rolled in front of the glass. "What do you mean?" "Look around Bruce. They're setting up cameras to broadcast your trial in 150 languages…man they say you'll be bigger than Oprah." Hank said, laughing bitterly.

Bruce leaned back in his seat as he looked up at the ceiling. "Yeah…but Oprah doesn't get offed at the end of the season." "Yeah well as far as your lawyer is concerned you're just as big a victim as the rest of New York. He refuses to answer questions about the Hulk. He just keeps saying 'Dr. Banner' over and over." "He's just hammering it home. He's just doing his job." "Quite the observation Doc."

"No just being realistic. Let's face it it's a closed case. All I can do is wrap up loose ends. Which reminds me…I wanted you to talk to Fury about these new Super-Soldier designs." "Shut-up right now. You don't know how this is going to end." "Hank we both know this is going to end with me dead." "Bruce! Just stop!" Hank shouted.

"God dammit just…" Hank muttered a she shook his fist in rage. "I…I'm not losing another friend…okay?" Hank said as he leaned forward in his chair. "Hank…I'm not getting out of this alive. Everyone knows that." "Bruce…you were my mentor for years when I was just some temperamental punk out of college…I can't just sit back and watch this happen…" "We both have some anger issues…" "And relationship problems…" "Ha…" Bruce laughed as he looked at his former student turned colleague.

"Besides…" Hank said as he leaned back in his chair. "I'm not so sure that I want those designs." "Why not?" "That'll just give them another reason to bench me." "What?" "They're concerned about my physical state so I'm stuck playing scientist and backup…but I'm not sure that's what's really going on."

Bruce gave him a quizzical look. "What are you tal—" "We put so much time into making our little super-unit look like a group of heroes…and now…look at us. We got two trained assassins a pair of ex-mutant terrorists and who ever else Fury decides to throw on our plate. It's like he's building his own private army."

"That's not true! Look at all the good you've done!" "Yeah but for how long? It just seems suspicious to me man…Look who they're phasing out…"

Unbeknownst to the duo, the security cameras zoomed in on the two as they spoke.

**Triskelion Security Room**

Nick Fury watched the conversation conclude on the video monitor. He watched Pym leave the room before pressing a button on his console.

The footage in the cell rewound until a certain phrase was spoken by the size- changing Ultimate on screen. "**…Look who they're phasing out…" **

Fury glared down at the screen as the dim red lights illuminated the room.

**Stark Penthouse, Three Days Later**

Tony Stark sat in his living room surrounded by many of his fellow Ultimates excluding Thor and Hawkeye. They were all gathered around the large plasma screen TV that was situated in the middle of the room. They watched as the court proceedings began.

"I don't like this." Wanda said as she watched the judge list out the charges. "It all we can do." Tony muttered as he sat next to Rumiko. The latter watched the court trial with distaste. "Is it? Is there nothing else you can do for him?" "Unfortunately not." Steve muttered as he glared at the screen.

Jarvis entered the room with a tray of drinks and set them down in front of the group. "I see the proceedings are long and tedious, as always." "Jarvis while I normally love your sarcastic wit…right now is not the time." "My apologies sir. I still can't see why you can't just throw him on some deserted island. At least there nothing would be able to hurt him, or god forbid, for him to hurt."

"We already ran that idea by Fury, and as much as he liked it, the only way to calm the public is the trial." Tony said as he continued to watch the proceedings. "Everyone knows that this trail is already settled. There's no way a jury is gonna let him walk when the casualties are in the hundreds. This blind lawyer Fury got from Hell's Kitchen makes good TV but it won't matter in the long run." Hank said as he glared at the prosecutor who was currently listing reason why the Hulk rampage was still Banner's fault. "Tony please turn this off. This asshole is giving me a headache." Jan said while she massaged her temples.

Tony acquiesced to her demand and changed the channel on the TV with the remote. He flipped it to news about a protest in Italy. Tony leaned forward as he listened to the cause. "Leaked photos of EU super-soldiers?" Pietro muttered as he read the teleprompter. "Oh shit." Tony muttered.

"Isn't that the group you performed a submarine rescue with, Tony?" Steve asked. "Yeah…some of them. I met the ones from Britain, France and Spain." "So people are protesting against us all over the world, aren't they?" Wanda said as she gazed at the television. Hank looked down at the ground as he thought over his conversation with Bruce.

"Hey! We are not soldiers!" Pietro retorted, insulted by the comment. "Easy Pietro…she didn't mean it like that." Steve said, trying to placate his teammate. Quicksilver sat back down on the sofa as he glared at the television.

"Any way you slice it, this's bad news for us." Widow said. "They want a scapegoat. It's only a matter of time before the Jury gives the sentence." Steve said. Tony turned to look at Wasp. "How is Betty taking this?" "I heard she hadn't even been down to see him." Wanda said. "Really?" Pietro muttered in slight disbelief.

Tony looked at Wasp for confirmation. She nodded her head. "Wow…that's cold." Tony muttered as he returned to watching the riots break out on screen. "No…its just like in college. Even when things were bad, she proved she really was Thunderbolt's daughter, tough as her old man." "Who's Thunderbolt?" Steve asked.

"Betty's dad and former director of SHIELD before he retired and promoted Fury. They nicknamed him Thunderbolt." "Sounds like a legend." Steve said in response to Hank's explanation.

"Hey guys…" Tony said as he pointed at the screen. The group looked at the TV as they saw the riot pick up in intensity. The SWAT teams situated on the streets began to fire off smoke grenades into the crowds before they began to beat them with nightsticks and billyclubs.

"Oh my god…" Wasp muttered in shock. The rest of the Ultimates looked on in shock as they saw the protesters being beaten by police. "This is outta control!" Steve exclaimed.

Tony got up from his seat as Jarvis handed him a mobile phone. "Calling your connections in the EU?" He said in his usual sarcastic tone. "Damn right…this is crazy!" Tony began to dial the number and waited for someone to answer.

"Uh…Tony?" "What Rumiko?" "You probably want to look at this." Tony turned around to look at the TV and saw bolts of lightning ripping across the streets of Italy, destroying cop cars and sending SWAT troopers flying. "Oh shit…" the playboy muttered as they saw a lone figure emerge from the smoking rubble.

Thor stood in the center of the street separating the protesters from the police. "**Leave these people alone." **

**Triskelion, Prison Cell, Day Three of Hulk Trial**

Bruce stood in the middle of his cell as he awaited the arrival of his new visitor. The doors to the room opened as a brunette in a white and black business suit entered the room hesitantly.

"Hello Bruce." Betty Ross said as she slowly approached the glass cell wall. "I-uh…I brought you some magazines…and some milk for your coffee." "Thanks Betty…but I don't think I should be interested in movies that'll show up about a month after my death. " "Oh…" Betty said as she looked at the floor.

"That was a joke…goddammit does no one realize when I'm trying to lighten the mood?!" Bruce snapped, startling Betty. "I'm sorry…" Betty muttered as she stared at Bruce's back.

The enraged scientist turned towards his former flame slightly. "Feeling a little guilty?" "What?"

Bruce slammed his arms across the table, scattering the dozens of papers and files onto the ground as he shouted. "Well you should be! If you hadn't toyed with my feelings I wouldn't have dosed myself with that serum that night! The Hulk cells would've never permanently bonded to me! I wouldn't be in this if it wasn't for you!"

"I'm sorry…" Betty said as she looked at the ground in shame, tears threatening to spill from her eyes. "You should be." Bruce said before he slumped up against the glass wall, eyes watering with tears.

"No…I'm sorry Betty." He muttered as he looked up at her. "This Hulk stuff was around long before you were…" "I know." Betty said, barely suppressing a sob. "Some couple…huh?" Bruce said with a bitter smile. "Some couple." Betty repeated looking at the man through the glass.

Betty walked closer to the glass and placed her hand against it. "Guard…can you please open the door?" "What?" Bruce muttered as he looked at his girlfriend. The speaker system crackled to life as the guard denied the scientist's request. "**I'm sorry Miss Ross. That's impossible." **"Impossible? How? You open them for the cleaners don't you?" Betty sobbed as she stared at Bruce through the glass.

"Betty…you can't…" Bruce whispered as he aligned his hand with Betty's. "Bruce…I'm so sorry…please tell me you love me…" She sobbed. "What?" "Just say you love me…please!"

"Betty…I can't." Betty continued to sob as she slumped to the ground. "Why not?" she asked as she continued to cry. Bruce looked down at the crying woman before he gave a response, the cameras around him still recording all the happenings.

"I'm too embarrassed in front of all these people."

**Stark Mansion, Hulk Trial, Day Four**

The Ultimates watched as the trial continued, scowling all the while.

"First this…now the riots…and Thor?! Jesus Christ what's next?!" Janet exclaimed as she paced around the room. Hank watched his wife walk back in forth across the mansion's living room, all the while praying that things would work out.

"We can't just sit around while this happens!" Wasp continued. "What can we do?" Tony said. "If we get involved in this, it'll be a monumental catastrophe both publically and politically! We can't do anything. Either for Bruce or the EU." Tony said as he poured himself a glass of bourbon. He was about to take a sip when Rumiko grabbed his wrist.

"Tony…you drink when you're stressed. Put it down." Tony looked at the glass then back to Rumiko before placing it back on the table. Jarvis approached the two and took the drink. Downing it in one gulp. "I on the other hand barely have an occasion. And if you don't wallow in problems then I shall." He said in his usual sarcastic tone.

He walked away, taking the glass with him. "Like you can get drunk." Tony muttered as he put the bottle of alcohol back in the cupboard.

"We have to do something!" Pietro exclaimed as he began to tap his foot rapidly, and due to his super-speed, appeared like a blur. The other heroes looked at the scene in irritation. Wanda nudge her brother to garner is attention.

Pietro looked at his sister who pointed at his foot. "Oh…sorry." He grumbled, stopping the tapping witch had apparently been involuntary.

Steve stood impatiently at the door to room as he glared at the TV. "The Jury's going to make a decision soon." He muttered. Widow looked up at her lover before sighing. "Yeah. And nothing we can do about it…"

"Don't forget about Thor." Hank said. "He's going crazy. Have you heard what he's been doing? Taking down entire police forces! It's like he's trying to start a revolution!"

Steve closed his eyes for a brief moment before glaring up at the ceiling. He pushed off the wall he was on and stormed towards the doorway. "Steve?" Natasha asked getting up from the couch.

"Where are you going?" "To do what's right." He said as he stormed out of the room.

**Triskelion, Prison Cell**

"**Did you ever think it would end this way Bruce?" **The reporter asked from the speaker system installed on the camera in Bruce banner's cell. "Are you kidding me? Enemy number one? Haven't you guys read my personnel file? I wanted to be freakin' Captain America! I was a social misfit, an outcast. I…I always just wanted people to like me…or at least respect me. " Bruce answered honestly, not seeing the point in lying.

"**How are you feeling about your situation right now? Sitting around, waiting for the Jury's decision?" **"Honestly? Nervous as Hell. It's like back in college when everyone was waiting for their exam paper scores and their anxious about how they did. But that was never really a problem for me, so I guess that's not the best example."

"**Are you prepared for what comes next?" **"All I can do is try to make amends for what I've done. I've already got my will arranged and everything…and all the letters to the families of the victims of the Hulk. I'm just waiting for the hammer to drop."

The doors to the cellblock opened up as several armed soldiers walked into the room, shortly followed by Nick Fury. The general strode into the room in his general's uniform with his hands behind his back. "Doctor Banner?"

"Oh god…" Bruce muttered as he placed his face in his hands before looking up. "Which news do you want first? Good or bad?' Fury asked as stepping in front of the glass.

"Jesus…I don't know…both?" Fury smiled at this before pulling out a bottle from behind his back. "Well the good news is that the judge threw the whole case out of court and the bad news is I got charged a hundred-fifty bucks for this here bottle of Dom Perignon."

"Wh-what? Are you serious?!" Fury wore a smirk as he poured himself a glass of the wine. "You're off the hook, you lucky little runt."

Fury handed one of the wine glasses and the bottle to a soldier who proceeded to slide it through a slot in the cell. Banner received the glass and bottle and looked at Fury in shock.

"Are you serious? How? I thought this was a forgone conclusion!" Fury smiled as he looked at imprisoned doctor. "Well…it was. Until your buddies in the Ultimates stormed into the court room and told the entire world that the Hulk was single-handedly responsible for beating the mastermind behind an alien invasion. They said it would be mighty ungrateful of us to execute the guy responsible for that little favor."

"I can't believe this…" Bruce said in disbelief. "Take it easy buddy." Fury said making sure the man didn't hyperventilate. "This is crazy! I can't believe they came through for me like that! I don't even drink but…just wow!"

"Believe it man. Now let's get you out of that cell and into the real world." "Seriously?!" "Yep. You got this Hulk thing under control, now let's show the world!"

"I'll drink to that!" Bruce said before placing the bottle to his lips and downing the alcohol.

As he did so, Fury's smile dropped. The bottle smashed to the floor, followed shortly by Banner. The unconscious scientist lay sprawled on the floor like a ragdoll. Fury looked down at the scientists as more soldiers entered the room to unlock the cell.

"I really am sorry Bruce." Fury turned towards the soldiers who were carefully removing Banner from his cell. "Proceed as planned." He said before leaving.

**Pacific Ocean, USS Constellation**

The waves of the sea crashed against the massive carrier as it floated in the water. Helicopters flew over the area, extracting the crew from the ships to avoid the upcoming events.

In the center of the ship lay a man in an orange prison jumpsuit sprawled in front of a large cylinder like device at least five meters tall. Ironman walked across the deck as the last chopper lifted off. "That everyone?" Tony asked as he watched the chopper leave.

"**Affirmative Tony. You know what to do." **Ironman turned towards the unconscious scientist lying on the cold metal ground as the sea breeze whipped across the deck.

Betty watched from the chopper that had just taken off. "You animals…" She sobbed, with tears streaming down her cheeks. "Betty…" Fury said. "Why couldn't you have just told him the truth? Why did you have to lie to him?" "Betty, you know we couldn't take that risk. There was a forty-percent chance of him tearing a whole through that cell and killing everyone in the Triskelion. Besides, Hank made sure he would be out for all of it. He won't feel a thing. Will he doctor Pym?" the general turned towards Hank who was sitting across from Fury and Betty, a cane gripped in his hand as he looked down at his mentor.

"Of course…last thing I'd want is for my friend to be awake when this happens." He said as he watched his mentor being sentenced to death.

Fury spoke into his communicator to reach Ironman. "Tony? You hooked up to the ship's systems? That Nuke's going off in T-minus four minutes man. You got to move."

Ironman strode across the deck, looking at the nuclear bomb planted on the deck. "Just a second, Nick" "**He still out cold?" **"Sleeping like a baby…I can't believe this is actually happening. He's like a puny sack of bones just lying here, its just seems obscene."

Ironman reached towards the hip portion of his armor and removed a small golden cross connected to a beaded necklace from the compartment. He placed the necklace into Banner's open palm and folded it close. "There's still time…maybe I could fly him out to one of my islands. I could make it a no fly-zone, get full time security on it…" "**Tony, we've been over this a million-and-one times. Banner murdered over eight-hundred innocent…" **"I know! Goddammit I know…" he muttered as he placed a small photo inside of Banner's front pocket.

"And people wonder why I'm an alcoholic."

The final chopper landed on the deck of Heli-carrier to deposit its occupants onto the flying vessel. Fury walked Betty over to Janet who embraced the crying scientist in a fierce hug as the girl sobbed into the Ultimate's arms. Hank walked onto the deck, using the cane for support. Captain America walked towards the limping Ultimate to assist him. "Doctor Pym." "Captain." Hank said as they walked across the deck.

They could see the flying form of Ironman draw closer until he was flying over the vessel. He finally landed on the deck, slowly rising as he turned to look in the direction he had come from.

Hank continued walking until he saw two specific people. One of which was in hand cuffs. Two guards were stationed around the brown haired man, gripping him by the shoulders while the fourth individual quietly sobbed. "Dr. Walters, Dr. Jones." Hank said.

Rick Jones turned towards the ultimate with a furious scowl on his face. "How?!" He roared as the guards restrained him. Hank motioned for them to let go and the enraged man grabbed Hank by the collar. "He was your friend! How could you do this to him?!"

Tears fell from the younger man's eyes as he glared at the head scientist. "Because he is my friend." Hank said with a saddened tone. Rick released Hank's collar as he took a step back and fell to his knees. Jennifer Walters looked out over the ocean at the carrier that housed her cousin, waiting for it to disappear in a flash of light.

Hank walked up next to her as he looked at the vessel. "Jen…you'll want to look away. A nuclear flash can blind people." "Do you really think I care?" The doctor said as she continued to watch the carrier shrink from view.

_**I know serious scientists aren't supposed to believe in the afterlife or a concept of a higher power. There's no proof of it. No empirical data or observations that can support such beliefs. But alas, here I am talking to you all from beyond the grave, so to speak. What does that suggest? **_

The occupants of the heli-carrier watched as the carrier disappeared from view, leaving only the wide ocean to be seen.

Bruce lay atop the deck, body still sprawled on the ground as the nuclear bomb towered above him, its glowing clock slowly counting down until it hits zero. Bruce opened his eyes to reveal two green orbs.

A flash of light erupted from the sea as the nuclear device detonated. The occupants of SHIELD's hele-carrier felt the blast of air as it ripped across sky and ocean alike. A massive mushroom cloud rose into the air. The only proof that the ship had been there at all.

_**To me, it's a perfect illustration that the world we live in is complex. Far more so than we give it credit. Even the brightest of us wouldn't dare to admit that fact. My own private faith dates back to my childhood, when I visited my cousin in Chesapeake Bay. My uncle loved to observe wild life. He would nurture it as it grew, and he loved to show us how to do it to. **_

_**I remember a little caterpillar he showed us, Jenny remembers, I'm sure. We made up some child like names for it, ones that I've long forgotten, and nurtured it like it was a puppy. Eventually we saw it had become a chrysalis. When that happened I couldn't remember when we stopped crying. **_

_**We cried and cried, but then my uncle explained to us what was happening. How our little friend was simply becoming something new, taking a new form, much like ice becomes water and water becomes gas. I a matter of days he emerged, a beautiful butterfly, released into the world. **_

_**So don't worry or weep. I wouldn't expect you too. As science would say it, I've simply been changed into another form of energy. Energy always changes states and that's what has happened to me. **_

_**If I can ask one selfish request, it is to remember me fondly. As I've remembered all of you, please remember me as Bruce Banner. Not the monster I became. Not the Hulk. So for all of you here, thank you, for this and all you've done for me these past eighteen months. You have my, Bruce Banner's, eternal gratitude. **_

Steve finished the eulogy as he closed the letter. He stood at the preacher's podium. He looked over the mostly empty isles to see the Ultimates, Rumiko, Fury, Betty, Rick, and Jennifer all sitting in the wooden rows.

Steve closed his eyes to prevent a tear from escaping as he walked down from the stand. Natasha stood up and met him halfway as they all began to leave the church.

They walked onto church's steps, descending onto the rainy streets of New York City.

"That was awful…" Rumiko said as Tony positioned his umbrella over the two. "I can't believe we were his best friends." Wasp said as the group continued to walk down the street. "Just don't. It too sad to think how someone was so lonely." Tony said as he looked up at the gloomy sky.

Hank turned his head to see Rick Jones walking into the streets not bothering to shield himself from the rain. Wasp looked towards Betty who was walking under fury's umbrella as they headed off to downtown. "Come on Betty, let's hit the bar and see him off in style." Nick said as the group separated.

Wasp and Hank walked back to their car before driving off towards their apartment.

They drove in silence as Wasp sat in the passenger seat while hank drove. Neither said a word as the atmosphere around them was tense. The car finally stopped in the parking garage of their apartment complex.

The couple exited the vehicle and rode the elevator up to their apartment. Hank unlocked the door and pushed it open to allow them inside.

The troubled couple walked into the apartment. Hank limped on his can towards the kitchen where he pulled out a bottle of bourbon. "Your just going to drink away the problem?" Wasp said as she glared at her husband.

"Better then having you give me death glare." He muttered. "Rick was right. How could you do that to him? To Bruce? He was your mentor. Your friend and you just drugged him and left him to die!" She screamed.

Hank rubbed his eyes as he glared down at his glass, his grip on his cane tightening. "Janet…shut up…" "I'm not keeping quiet on this. We should've done something to stop it!" "What could we do?!" Hanks screamed dropping the glass. The container of liquid smashed against the floor, shattering into tiny pieces.

"The country is against us! The government is refusing to even acknowledge us! This was the only way to fix things!" "There had to have been something we c—" "There was nothing! Don't you get that?! Our ands were tied! We had no outs! No solutions!"

The phone suddenly rang allowing the computer to answer it. **"Doctor Pym, call from unknown number." **"HOLD IT!" both Hank and Janet screamed at the machine. **"Understood. Message recording: Thanks, Hank. I just called to say thank you." **

Wasp and Hank's argument died right there as they heard the familiar voice.

Hank dashed over to the phone, dropping his cane and slamming against the table for support. He grabbed the phone and pulled it up to his ear before shouting into the mouthpiece. "Hello?! Hello?!"

The line went dead. Hank lowered the phone to his side before it dropped to the ground. Wasp looked at her husband in shock. "Hank…was that…?" "Oh my god." Hank muttered.

**New York City**

The man hung up the payphone as he stepped out of the booth. He placed the baseball cap on his head and pulled it down before placing a pair of sunglasses on his face.

He looked around the bustling streets before looking at the watch on his wrist. He pulled up the backpack with his initials reading **RB **labeled on the front onto his back.

He walked into the crowded streets, disappearing from view.

**Another chapter done. Hope you like where this is going guys. **


	3. Chapter 3: Thunder Fall

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners. **

**Just saw Avengers 2! You need to see that movie if you're an Avengers fan! Go see it now!**

**Chapter 3**

**Thunder Fall Part 1**

* * *

**New York City, Two Months After the Death of Bruce Banner**

"_All residents of lower Manhattan be advised! The Ultimates are engaged in a fight on fifth! Repeat! If you are in lower Manhattan evacuate the area immedeatl—"_

**KRSSSSH!**

The news broadcast died in mid-sentence as terrorist was hurled through the shop, smashing into the appliance and slamming into the ground.

"Tony! Heavy gunner is down! Where are you on those choppers?!" Captain America hollered out as he threw his shield at a charging terrorist. The weapon slammed into man sending him flying back where he smashed into a car.

"**Working on it." **The mechanical voice of Iron Man echoed out over the comm.

While Cap was distracted by the hail of gunfire coming from a group of men hiding behind an overturned jeep, a sniper took aim from above, locking his sight on the Avenger who was blocking gunfire with his shield.

"Goodbye…Captain!" The man snarled as he pulled the trigger. The gun exploded in a shower of sparks, spraying molten metal into his face.

"GIAAAHHHH!" He screamed reeling back on the ground in pain. "ARGHH!" He wailed as two figures loomed over him.

"He didn't see that coming did he?" Pietro said with a sneer as he looked at the would-be murderer writhing on the floor in pain.

"No, he didn't." Wanda replied as she glared down at the terrorist, eyes still glowing red. She turned to look outside to see several explosions engulf the street below. "You need to go." She said, turning back to her twin.

"They need you." Pietro nodded his head.

"I'll keep the humans out of danger." He muttered before disappearing in a blur.

* * *

**Street Level Below**

Natasha Rominoff unleashed a hail of gunfire that peppered the streets, occasionally hitting the bodies of the hired mercs shooting up the road. The men responded in kind by firing off round after round of bullets and grenades, which Widow expertly dodged.

She returned fire with her machine pistols, hitting her mark on each shot. The dead mercenaries hit the ground hard as blood flew through the air. Widow leapt over a car while firing her weapons, decking two more kills in the process. She landed behind the car and pressed her back against it, using it as a makeshift wall.

"Guys we're not gonna keep civilian casualties down if they keep shooting up the place! Clint where's my support?!"

"**About ten stories up from the right." **

Natasha looked up at the tall building to her right to see a black clad figure perched on the edge of a balcony. The red-haired beauty smiled as she saw the glint of metal flash.

The mercenaries continued to open fire, peppering the car with bullets. "Keep it up!" one screamed out, obviously the leader of the small fire-squad. "That bitch can't hide forever! Get the grenade-guk!"

The group turned their heads towards the odd sound to see their leader standing on wobbly legs, a black arrow jutting from his neck. "Gak!" he sputtered, blood squirting out of his mouth and punctured throat. The body hit the floor, soon joined by three more men, all felled by black arrows.

The remaining men sprinted out from behind their cover in a mad panic only to be bombarded by several well-placed shots, courtesy of Black Widow.

Hawkeye smirked at his work as he observed the trashed street. "We've got an armored car moving in on sixth so you might wanna move."

"**How fast is it moving?" **Cap asked over the communicator. Hawkeye turned his head and saw the Avenger sprinting across the battlefield with inhuman speed.

He placed his finger onto the side of the com. "About 70-75."

"Not a problem then." Steve muttered as he increased his speed. He readied his shield as he leapt over destroyed cars and debris. He locked his sights on the speeding truck.

"**Steve I don't like this plan!" **Natasha shouted out.

"Sorry Nat you're not changing my mind!" the hero shouted back as he positioned his shield in front of his body. The truck was less than a few meters away when Cap leapt into the air, tucking his body into a ball with his shield positioned in front of him.

The vehicle smashed into the hero, hoping to run him down with sheer speed. Instead. The combined speed and the impact of hitting an indestructible shield shattered the front of the car, crushing the men inside.

Captain America hit the ground hard and rolled to his feet. He panted lightly while brushing off bits of dirt from his shoulder pads. Widow jogged over to him while reloading her weapons.

"That was reckless."

"It worked." Steve replied. Widow frowned and opened her mouth to respond when a loud explosion echoed in the sky. The two Ultimates looked up to see rockets streaming through the air, chasing after a Red and Grey blur.

Iron Man flew through the air releasing blasts of repulsor fire whenever he could. Rockets exploded in a flash of fire as two helicopters chased after the armored avenger, their machine guns rattling off round after round.

Iron Man veered to the left as he threw up his energy shield to deflect the salvos of ammunition as he veered around a corner. The chopper followed, hot in pursuit.

"Jarvis, options." "**The use of several anti-missile ordinances may help." **"Nice idea." Tony waved his hand over the side of his hip, running his fingers over the side of a circular capsule. The device extended from the hip before releasing several golden capsules that flew behind him.

The devices exploded in midair destroying the missiles in a flash of fire and a massive boom. Iron Man dove towards the ground as the helicopters chased after him.

"Jarvis, locked on?" "**Indeed sir." **"Let 'em fly."

No sooner had he spoken the words, two rockets emerged from the left shoulder of his armor and launched forward. The rockets flew through the air and circled back around, each one aimed for a chopper.

The pilots saw the projectiles heading straight for their cockpits. They didn't even have time to scream. In a flash of light the choppers exploded, releasing fire and shrapnel down onto the streets. The aerial vehicles crashed to the ground in a ball of molten metal.

"Two bogies down! Where are the rest?" Iron Man asked as he slammed onto the ground.

A blur of grey and silver zipped around the armored avenger, depositing several bound and gagged mercenaries onto the ground.

"Right here." Quicksilver said.

"**That's not all of them. we've got two trucks heading east down the…never mind." **Hawkeye said.

"Never mind what Barton?" Cap asked as he approached Quicksilver and Iron Man.

"**Eh…" **He responded. "Clint?" Natasha asked.

"**I think they got it handled." **

The two trucks barreled down the streets as the drivers looked out the windows. "Are they chasing us?!" One screamed.

"NO! They have given up! We're home free!" another man shouted.

"Guk!"

The man in the passenger seat turned to see the driver leaning over the wheel.

"GAH!" The passenger screamed as he pushed the man off the wheel and grabbed it. He desperately tried to keep control of the vehicle but lost it all when the vehicle suddenly jerked to a stop before being lifted off the ground.

"What the fuck?!" the passenger screamed as he grabbed his sidearm and looked out the window. He saw the ground steadily get smaller. As he stared he also saw a large red foot that was connected to some sort of giant.

The man turned his head to be met by the goggle-clad blue eyes of Giant-Man. The enlarged Ultimate smirked before speaking. "Hi there."

"GAH!" The terrorist screamed firing off his gun. The bullets bounced harmlessly off the bullet proof goggles making Hank sigh in irritation.

"Janet? Honey?" He asked out loud.

"Gotcha Hank." a female voice said.

The lone gunman turned his head towards the sound of the voice and saw a miniscule version of the Wasp standing on his shoulder.

"Nighty-night!" She exclaimed to cheerfully before blasting the man in the face with a blast of stingers. The man fell limp, dropping his gun and letting it plummet.

Wasp flew up next to her husband and landed on his shoulder while growing to her normal size, sitting down on her giant-sized husbands shoulder.

"Got the other one right babe?" she asked.

Giant-Man smiled and pointed down at the second conveniently crushed under his foot. Wasp smiled at her husband before looking down at her fellow Ultimates, waving to them as she did so.

"Well what'dya know…" Tony said while smiling. Captain America shook his head with a smile on his face while Pietro just smirked.

* * *

**Later**

"_If you ask me all these super-freaks are doing is trying to clean up their mess after the whole Hulk fiasco! They're just a bunch of freaks."_

"_That's not what some of the victims today say. Many of them are grateful that the Ultimates were around to stop these terrorists otherwise there could have been major casualties."_

"_And yet survey public opinion polls posted by the Daily Bugle Online state otherwise. Many believe the Ultimates are just upstaging the common NYPD and emergency services! I say America is better off without them! They're no better than those filthy mutants!"_

"Someone please turn that shit off." Wasp muttered as she took another sip of the bourbon in her hand.

"Jarvis if you would." Tony asked. His loyal butler dutifully clicked the mute button on the remote silencing the TV.

"Thank you Jarvis."

Jarvis nodded his head before heading back behind the bar that was located in Tony Stark's Living room. All the other Ultimates were present (with the exception of Hawkeye) and were currently enjoying a relaxing moment until that interview came on.

"Victoria Hand certainly knows how to keep her cool on the air." Wanda said as she flipped through a magazine absentmindedly.

"I'll say. Tony?" Pietro asked drawing the billionaire's attention.

"Hmm? What's up?" Tony asked as he stopped polishing his suit's helmet.

"You do interviews like that all the time right?"

"That is true facts."

"How do you keep your cool when they just throw out all that crap? If it were me, I would've punched him a hundred time over again before he could've blinked."

"And that's why you don't do interviews dear brother." Wanda said with a ghost of a smile on her face.

"Thanks a lot sister." Pietro said.

Tony sighed as he finished polishing the helmet and set it back on the table.

"Honestly I just fantasize about shooting them in the face with repulsor blasts. That works better than imagining them in their underwear. It also helps if you can come up with snarky/clever comebacks." Tony said before putting the helmet on his head to check its function.

"Those news anchors always piss me off." Wasp muttered.

"They aren't exactly any of our favorite people Jan." Hank said while typing on his laptop. "Tony are you getting the designs I've sent over?" He asked.

"Yeah...I have a few suggestions though."

"You're not giving them gold and hot-rod red paint." Hank deadpanned.

"Buzz kill." Tony muttered.

"What are Cap and Natasha talking about outside?" Janet asked as she began to flip channels.

"I don't know. They've been out there for a while." Wanda asked as she turned around and looked out the window to see the two Ultimates speaking on the balcony.

* * *

**Outside, Balcony**

The two heroes leaned against the balcony' railing and looked over the crowded streets of New York. Natasha took the cellphone away from her ear and pocketed.

"What did Clint want?" Steve asked as he watched the taxis pull up to the curb.

"He said he wanted some help in proposing to Laura." Natasha said.

"What?" Steve asked looking up.

"Yeah."

"But they live together."

"Yeah but-"

"And they have kids."

"Yeah, three of 'em."

"And they're not married?" Steve asked as a look of confusion formed on his face.

Widow smiled slightly before turning around and placing her elbows on the railing so he back faced the city of New York.

"I know that look." she said.

"What look?" Steve asked still looking at the redhead.

"The look of confusion you always get when you're 1940's brain can't wrap your head around the stuff of today. Yes Clint and Laura live together in the same house. Yes they have three beautiful children that are as crazy as they are adorable. But no, they are not married. And now Clint wants to change that."

"These days things keep getting stranger." Steve sighed.

"Oh don't be so melodramatic. Things aren't that much different. Believe me I've lived almost as long as you remember?"

"I remember. But when I went under...all this" he gestured to the vast cityscape before him. "was all different. Now I come back and it's...it's just not home anymore."

"We could always get you an apartment in Brooklyn. Nice cozy place with a little old fashion flare to it." Widow said smiling.

"Heh." Steve chuckled before getting off the railing. "Where he's gonna bend the knee?"

* * *

**Inside**

Tony continued to read the robotic designs that Hank was sending him. The designs displayed a humanoid robot with a jack-o-lantern like face with two antennae sticking out on the sides of its head.

The body was slim yet defined to support tremendous weight and force. "Hank to make these things as tough as we want 'em were gonna need something with a high level of durability."

"Like adamantium?" Hank said looking up from his laptop. "That could work. The outer shell would be virtually indestructible."

"invincible super weapon." Wasp said, mulling over the idea. "However...the cost would offset mass production let alone repair costs. Just because the outside can't be broken doesn't mean the insides are. I should know, I was inside the Hulk, remember?"

"Don't remind me Jan, you smelled like Hulk breath for a week." Hank said with a smile.

"You think I liked it? I took four showers that night!"

"Is she being serious?" Tony asked while his helmet remained over his head giving him an odd look.

"The water bill that month was a nightmare." Hank grumbled.

"Moving on. I say cross out adamantium. Too expensive and there's too little of it to create a wide array of them for combat...and I'm sorry but this is making me feel uncomfortable." Tony said drawing the attention of the other scientist as well as the mutant twins.

"How?" Pietro asked. "I thought making weaponized drones would be easier than harder."

"They're not supposed to be weaponized." Tony said as an edge began to creep into his voice. "Last I checked they were meant to save lives not end them."

"Tony, they're primary function is for crowd control and non-lethal takedowns. The only armaments they have are the electrical Tasers in their wrists and the palm mounted repulsors. You even restricted those to low level power-outputs." Hank countered.

"You really think Fury won't stick a rifle or a rocket launcher to their shoulder? Come one Hank you're smart enough to realize he won't just stick to our designs."

"I'd be surprised if he did." Pietro added. Wanda sighed before elbowing her brother in the rib.

"OW!"

"Stop it." Wanda said with a small glare.

"Tony, these things will be safe enough to handle crowds without hurting people. That's why we looked to you for an AI system. We need one that can understand a sense of morality, one that prioritize non-lethal and more...pacifistic views. That's why we have Jarvis as the base." Wasp added.

"What?" Wanda asked as she looked over at the balding butler at the bar.

"Always happy to help Mrs. Pym." he said while cleaning a glass.

"You really were the best candidate Jarvis. You have military training and you're a gentleman, perfect morality chart in my opinion." Hank said while looking over another design.

"Thank you very much Doctor Pym." Jarvis said with a small smile.

"Wait, military training?" Pietro questioned.

"You were in the military?" Wanda asked.

"Yes. I served as a proud member of the United Kingdom's Royal Air Force."

"Jarvis here was even knighted by the queen at the time." Tony said as he removed his helmet and placed it back on the coffee table.

"Seriously? The whole kneeling on the ground while they put a sword on your shoulders?"

"The same." Jarvis responded before finally putting away the last glass. He turned to face the group with a small smile. "But, I'm happy to say my wartime days are over."

"Amen." Tony said while holding up a glass of water.

"Tony I do have a question, how'd you get Jarvis's brainwaves so quickly?" Wasp questioned. "I mean, it only took you a few hours, brainwaves usually take...days. Sometimes weeks to compile all the emotions and neural impulses…"

"I know it was complicated but I got it done. Now about the outer shell...I'm thinking either carbondanium or secondary adamantium. It actually just might be cheaper to use standard titanium."

"Then they'll lose durability." Hank said.

"But we'll have numbers. They just need to be tough enough against small arms fire and for search and rescue. Not combat."

Hank looked at his wife who simply shrugged her shoulders in response.

Jarvis walked across the room and bent down next to his employer before whispering into his ear.

"Already?" Tony asked looking up at his butler.

"Yes he arrived early and brought some guests."

"Well let's go meet him."

"Where are you going?" Hank asked looking up from his laptop to see Tony and Jarvis leaving the room while picking up his helmet and taking it with him.

"I got a previous engagement that I can't really put on hold." Tony said before walking out the door.

"What was that?" Wasp asked

"Uh...date with Rumiko?" Pietro asked.

"I thought she was at a board meeting 'til the afternoon." Wanda said.

"I guess it changed." Janet replied.

* * *

**Elevator**

Stark tapped his foot repeatedly on the ground of the elevator. The helmet bobbed against his leg as Jarvis watched in slight amusement.

"Nervous master Tony?" his ever-faithful butler said with a wry smile.

"Nervous? Things have been bad enough with him attacking police officers and all other politicians. I mean it's not even environmental protests anymore. Rogue military groups, government officials, any diplomat that gets on his radar is fair game for Thor at this point. Hopefully our upcoming chat can talk him out of it."

The doors opened to reveal a small group of people standing in a conference room like area. The two younger members in their early twenties were admiring the splendid and expensive paintings and statues.

"What the hell is this?" Tony asked in irritation as he saw the four people standing in his conference room.

The older two turned to face him, revealing a gorgeous brunette and an older man, probably in his late fifties.

Needless to say these we're not the people he was expecting and couldn't help but to voice his irritation. "I'll say again,what the hell is this?"

The group turned to look at him. The younger woman pulled out her cell-phone and snapped some pictures, showing them off to the man beside her.

"Mr. Stark." The older man said stepping forward with an outstretched hand. "It's nice to meet you."

Tony looked at the man and then back to the other three. "Where's Thor?"

"He couldn't come." The brunette answered. "He was dealing with rogue militant groups in the Sudan so he had us come in his place. I'm-"

"Jane Foster. I know." Tony said surprising her.

He turned to look at the other man before speaking again.

"Eric Selvig. You two are the leading scientists in the field of Astrophysics. I've read your work, and normally I would be more than happy to discuss them with a beautiful brunette genius and one of my space-idols but right now I'm still peeved due to the fact that we are missing a rather scary blonde haired man carrying a hammer."

He then looked at the other two who quickly walked to stand beside them while one took a photo. "Awesome!" The girl exclaimed.

"You two I don't know." Tony said.

"That's my intern Darcy and her...intern Ian." Jane said with a small bit of irritation.

"Your intern has an intern? Ya know what never mind. Why couldn't Thor send me a text or an email telling me he couldn't come?"

"He was busy." Darcy replied flippantly.

"And I have a busy lifestyle with a lot meetings I like to blow off for no reason but today I had a reason. If Thor couldn't come then why'd he send you?"

"He wanted us to tell you that he has no intention of stopping what he is doing and that you should stay out of the way for the sake of your friendship. His exact words, sorta." Jane said.

Tony sighed before tossing his Iron Man helmet onto the table in utter frustration. "Fucking Hell." He muttered.

"Why exactly did you want to see him, Mr. Stark?" Ian asked in his British accent. Stark turned to look at him and sighed.

"I was going to try and work out all these crazy things he was saying. And doing."

"But he's doing a lot of good." Darcy stated.

"Yeah...encouraging the people of nations to overthrow any leader they just don't like? Not good for the most part. Him spouting out nonsense about being a god is one thing, I've humored him enough to understand that but this is different."

"But Thor isn't human!" Jane argued.

"But he's not a god." Tony retorted.

"Not in the sense that most people believe. Look at these." Jane removed a worn brown leather notebook and opened it on the table. Tony walked towards them and took a look at several of the notes and photos that covered the brown pages.

"What the…" Tony started as he pulled the book off the table to get a better look. He slowly paced back and forth across the room while reading.

Jane and Eric glanced at Jarvis who simply smiled. "He does this a lot." He said.

"An Einstein-Rosen Bridge? That where you think he came from?" Tony asked turning to look at the two scientists and their interns.

"We don't think." Jane said with confidence. "We know. We there in New Mexico when we saw him land, armor and all."

"Yeah! He was all muscley and big with the really big hammer and…stuff…" Darcy trailed off as she realized the three professionals were all staring at her. "Sorry." she replied

"Any way...we don't think Asgard is home to the Norse Gods. We believe they are actually a race of advanced beings that came to Earth." Jane said.

"It would stand to reason that the Vikings would have worshiped them as deities. Any of their powers or weapons could just be advanced forms of science that they themselves view as a form of Magic. With the use of the Einstein-Rosen Bridge it would also stand to reason that Asgard and what Thor calls 'The Nine Realms' are simply planets in separate dimensions that exist on a higher plane than our own." Eric said pointing to a small diagram Thor had drawn for them to explain his origins.

"So Asgard is not a mythological city but more of a…"

"Advanced city trapped within its own dimension that exists just outside of our own, like in a space between space." Jane finished for Tony.

"And you're saying Thor explained this alongside all the info you gathered from your work in the field?" Stark asked.

Both scientists nodded their heads for confirmation.

"Well…" Tony said furrowing his brow as he digested the info. "That's something new." He placed the book back on the table and picked up his helmet holding it in front of the book as two beams of light illuminated the brown table and the book.

"Do you mind?" he asked.

"Uh...no…" Jane muttered not sure what the billionaire was gonna do. The beams swept over the book several times before changing color from blue to green and then cutting off.

"Got it. This'll be good for reading material." Stark muttered before turning back to the group. "Do you mind if I look over the data for total confirmation?"

"Not at all Mr. Stark."

"Awesome. I'll just ge-"

"Sir." Jarvis said, gaining the genius' attention. "Emergency at Stark Industries, the Arc Reactor is shutting down."

"What?" Tony asked eyes widening.

"Should we-" Jane asked before being ignored.

"Jarvis prep my suit and get tech ops down to the reactor. Call Rumiko as well."

"Already done sir." Jarvis replied as he followed the man out the door, he stopped momentarily to look at the remaining four guests.

"I'm terribly sorry for this, I'll send someone up to escort you off the premises. And thank you for coming, I believe master Tony needed the info you gave him."

* * *

**Barton Household**

Clint Barton stood outside his house waiting for the imminent arrival of his girlfriend and his children from Francis's soccer game. The blonde-haired man tapped his foot on the wooden deck of his front porch as his eyes darted back-and-forth between the street and the driveway.

He constantly palmed the black-velvet encased ring-box in his left pocket. He turned his head at the sound of a car pulling onto the street. The black vehicle's doors opened as two people emerged from the inside.

Steve Rogers walked up the sidewalk that led to the Barton's house with Natasha trailing behind him.

"Hey stud, you nervous?" Natasha asked teasingly as the two walked up the steps to meet their friend.

"Who? Me? No... just…" Clint Murmured as he looked back towards the driveway. "Just...waiting it out." he muttered unconvincingly.

Widow smirked before looking at Cap. "Told ya he needs the support."

"Guess you were right." Steve said with a smile. "I'm surprised, I've never seen you this agitated before."

"Agitated? Who me? Never." Clint said as his eyes remained fixed on the concrete path that led to his garage.

"He is agitated isn't he?' Steve asked the redhead beside him.

"Oh yeah...hey Clint should I get you a bow and arrow so you can feel more comfortable? Just shoot stuff until you work out the jitters? I mean, the last thing we want is for you to stutter and embarrass yourself, right?" Widow said with a sadistic smile.

"Nat, go jump off a bridge." Clint snapped back as a red minivan pulled into the driveway. The doors opened as several blonde-haired children exited the van. The oldest of the three was wearing a dirtied blue and gold soccer uniform.

"Dad!" Francis yelled in excitement as he rushed up the steps and tackled his father in a hug. Clint balanced himself on the balls of his feet while returning his son's hug.

"Hey buddy!" Clint responded as his son released the hug. "How'd the game go?"

"They won 5-3." Laura said as she lifted up her daughter after putting down the small bag she carried out of the car.

"Yeah! I scored 4 of the shots!" Francis exclaimed in joy.

"That's my boy!" Clint said while smiling at the boy.

"Daddy, did you bring aunty Nat?" Nicole asked.

"Why don't ya hug her and find out?" Widow said with a warm smile as the girl embraced her in a touching hug.

"Ain't this sweet." A new voice spoke out.

The group turned their heads to see Nick Fury standing in their driveway, his black trench coat replaced in favor of a brown leather jacket, white shirt and blue jeans.

"You brought uncle Nick too?" Barney asked as he ran towards the man, Nick smiled and lifted the young boy into his arms.

''Whoa there!" Nick exclaimed as he weighed the child in his arms. "Soldier you are getting big! What's your mom feeding you these days?" The man laughed rather uncharacteristically.

"Clint, I don't mean to sound like I'm complaining, but why are we having a family meeting?" Laura asked with a smile as she watched Francis talk to Captain America.

"Well…" Clint said as he felt the jitters return.

"Don't bail now soldier, you can do this." Cap said encouragingly.

Clint took a deep breath before removing the ring-box from his pocket and bending his left knee. He extended his hands and opened the box to reveal a gold ring with shining diamond stones encrusted in the top of it.

"Laura...will you marry me?" Clint asked, mustering every ounce of courage he had to utter the words while silently praying to God that he wouldn't stutter.

Laura's eyes widened in response as she cupped her hands over her mouth. The children's jaws nearly dropped at the question resulting in amused smiles from the audience (Nick, Nat and Steve).

"Clint...do you even have to ask?" Laura said with a wide smile. Clint smiled back at these words has he slipped the ring over his now fiancé's finger.

"How much time did it take him to muster the courage?" Nick whispered next to Natasha.

"Weeks." Nat replied while smiling at the now kissing couple while their kids were leaping around in joy. The two newly betrothed finally broke the kiss while smiling at each other.

"So when is the wedding?!"

"Can I be a flower girl?!"

"Can I be the ring-bearer?!" The children all exclaimed as they surrounded their parents.

"We can talk about that later…" Nat added as she smiled at the enthusiasm of the three children before her. She looked at Steve and Nick to seem them with amused looks on their faces.

"First things first though." Clint said before looking at Fury. "Nick, would you do us the honor of being my best man?"

Nick chuckled for a second and smiled. "Damn right soldier." he said.

"Language." Steve added covering Francis's ears despite it being too late, an amused smile on his face.

* * *

**Stark Industries, Lower Levels**

Dozens of engineers and scientists rushed across the railings and platforms that overlapped one another to get to their destinations. Each one was moving as fast as their bodies could carry them as they desperately struggled to keep the Arc Reactor operational.

The massive circular generator glowed with an intense blue light while it pulsed like a beacon far below the metal decks that supported its hard workers.

Rumiko Fujikawa stood on one of the upper decks overlooking the massive reactor and all the engineers working fiercely above it. The Japanese woman turned her head to see Pepper Potts and Happy Hogan busy at work.

Happy was leaning over one of the control consoles barking orders to several technicians who rapidly keyed in several commands on their control consoles. Several large and thick cylinders began to rise from below the reactor steadily rising so that they enveloped the circular generator and produced several spear like antennae from their sides. Arcs of electricity began to streak through the air as more technicians began to punch in commands.

"We need the building evacuated immediately! No…no I don't give a shit get it done! All 100 floors! Now!" Pepper all but screamed into her mobile phone as she turned to look at the still pulsating reactor.

Rumiko looked down at the control console to see the energy levels were dropping. "Can the energy grid survive if the reactor shuts down?" She asked leaning next to a scientist near her.

"If the core shuts down we might never get it up again! The energy will cycle down and maybe blow if the surge is released!" he exclaimed as he tried to stabilize the massive engine before him.

"Tap into the central grid and divert power from there, if anything it will buy us some time. Will deal with any public backlash after we stabilize the reactor. Start the grid tap now!" Rumiko barked out at the scientist. The techs quickly went to work in following the woman's orders as they accessed New York's energy grid.

"The drainage tap is taking but I don't think it will be enough to stabilize the reactor without it dropping!" Happy shouted out.

"Of course it won't." A mechanized voice called out from above.

Everyone in the room looked up to see the slowly descending form of Iron Man, rocket boots burning as he landed on the metal walkway. He looked at the massive generator that empowered Stark Industries and grimaced.

"The reactor is going to go critical as of this point...Happy have techs redirect any outgoing surges to the conductors around the reactor. Once the core drops below a certain energy level it will auto jump its power levels to keep itself running. When that happens the energy surge is gonna rip through the energy field and fry everything within a ten mile radius."

Iron Man stomped towards the glowing machine and leapt over the railing, activating his rocket boots, he hovered towards the center of the reactor.

"Tony! Rumiko called out as the Iron clad billionaire looked down at his biggest masterpiece.

"Rumiko, have the reactor's converters primed and ready and then get the hell out!" He said as he descended down. Iron Man's thrusters cut out as he was a foot off the top of the Arc Reactor. He landed on the transparent dome that separated him from the cyclone of energy raging beneath him.

"Rumiko! Out! Now!" he shouted out.

The woman above him glanced at the other scientist as well as Pepper and Happy. She sighed before speaking. "Evacuate the room. Now!" She commanded.

The group began to exit the room with Happy and Pepper stopping to see Rumiko still standing near the edge of the railing.

"Mrs. Fujikawa!" Happy cried out grabbing the woman's attention.

"Rumiko we need to leave!" Pepper called out.

Rumiko took one last look at her armor-clad lover before reluctantly turning away.

Tony watched as the energy levels began to increase exponentially. "Well...here's hoping my plan works!" he muttered as the energy began to cycle up the reactor.

The large column-like towers around the reactor began to glow a light orange as the massive quantities of energy surged up the towers. The electrical nodes on their sides began to bend and melt under the intense heat.

"Jarvis! On my mark cancel the grid tap and cycle as much energy off the reactor!" Tony shouted out.

"**Affirmative sir. Energy valves are being opened, awaiting your go." **

"Mark in three...two...one! Hit it!"

Every light and the room began to flicker, growing brighter and brighter until each bulb blew, the class crashed down on the runways and the generator's dome. Tony pushed his suit force field to its maximum output, enveloping himself in a sphere of cobalt energy.

The room was soon engulfed in blinding white light.

**KRAAKKKOOOM!**

* * *

**Stark Industries, Just Outside the Reactor**

The entire building shook as the walls surrounding the reactor exploded like confetti, showering the hallways with debris and smoke. Rumiko coughed twice to clear her throat of the smoke as Happy helped Pepper to her feat.

The boxer/bodyguard turned chauffeur turned back to the destroyed room to see small fires dotting the floors of the room.

"Mr. Hogan!" a voice called out.

Happy turned around to see a small group of firefighters and emergency workers (Privately employed by Stark Industries) rushing towards them. "Fire-extinguishers!" Happy called out, pointing to the steadily growing flames.

The group quickly went to work extinguishing the fires surrounding the halls as they searched for any injured or dead. The workers headed towards the large hole in the wall before a glowing blue light began to emerge.

The rescuers paused as they saw a large mechanical man stomp out of the destroyed generator room. The gray and red armor showed signs of damaged and scratched paint as well as deep dents. A nasty gash was sported against its back as it marched into the thick of the group.

"Tony…" Rumiko muttered as she walked up to Iron Man. The mechanical hero stood in front of his lover and placed a hand on the side of his helmet. The faceplate made a slight hissing noise as it opened, about an inch until it stopped.

"Tony?" Rumiko asked as she saw the plate cease its movement.

"Uh...hold on." the billionaire said as he tapped the side of his helmet twice. Still nothing. "Well...this is embarrassing."

* * *

**Triskelion, Holding Cell 42**

Maria Hill walked past several energy-field enabled holding cells. The female agent approached a sealed prison cell, the only one on the floor that had a solid door. Hill approached the control console built into the wall and keyed in the command codes to open the cell door.

With a mechanical groan, the reinforced doors began to recede into the wall, allowing the woman inside. She walked forward, stopping just short of an electric blue force field that separated her from the prisoner inside.

The prisoner inside looked up at Hill. "Maria?" she asked.

"Hey Carol." Maria said with a slight smile.

The prisoner in front of her was a gorgeous blonde-haired bombshell with deep blue eyes and a very attractive figure. The woman wore a pair of grey camo fatigues and a tight white shirt that helped emphasize her figure.

Maria gazed at her longtime friend before speaking. "Listen Carol…"

"When can I leave?" the blonde asked, clearly in distress. Maria cringed at this. Carol had been one of her best friends and closet confidant, bordering sisterhood. Her joining SWORD had been hard enough for Maria but seeing the normally strong-willed and unstoppable Captain Danvers in front of her was even harder. The events that had landed her in the Triskelion's Vault prison were cruel and unfortunate.

"The doctors are still running tests on your blood and biometric scans." The hopeful look in Carol's eyes began to die at those words. Seeing the reaction Hill threw in some good news.

"Fury might be able to move you out of here though…have your powers…y'know stabilized?" she asked.

Carol pointed at the walls around her. Maria looked up and saw that these walls and ceiling were covered in deep scorch marks. Dents in the wall represented bouts of super strength.

"Even with the power dampeners…" Maria muttered in slight shock.

"I'll probably need an inhibitor collar to go along with the cell." Carol said trying to smile.

"We'll help you get through this Carol. You know that. After everything you've one for me, Sam, Barton, Nick and Rominoff, there is no way we're letting this go."

"Can you at least tell me what happened to Philip?"

"We still have yet to find Lawson. Brant is running special scans for any extraterrestrials near Earth's orbit but so far nothing. Nick is thinking about putting the FF on it, especially since you have some history with Mr. Grimm."

"You think they could find him if SWORD can't?" Carol asked unconvinced.

"Reed Richards is arguably the smartest man on the planet and has access to resources of an alien race on the moon."

"You mean the Inhumans? How?'

"Apparently Johnny Storm had some sort of relationship with one. Things get more complicated there, but long story short is that they're trying."

Before Carol could respond a loud beeping noise caught her attention. Hill looked at her belt to see a small circular SHIELD emblem was slowly flashing.

"That can't be good." Carol muttered.

"Probably not. I'm sorry that I have to cut this short, I'll see if I can get agent Drew or Hardy down here to see you, I know they've been worried."

Carol smiled. "I'd like that. It'd be good to see that the kids are alright."

"Goodbye Carol." Maria said as she exited the cell and tapped the control console. The armored doors slowly began to reemerge from the walls, sealing off the woman from the outside world.

Hill placed her fingers to her ear, tapping her comm. "Hill here, what's the situation?"

* * *

**Stark Industries**

Tony walked through the debris filled halls of his once prized achievement, the Arc Reactor. The generator room was for the most part in tact. The reactor itself was still humming with a passion as the blue energy inside continued to cycle through its dome.

"And people said I was crazy for building this thing…ha! I'm a fucking genius."

"I see you got your helmet off." Rumiko said as she entered the room walking past several engineers and scientists.

Tony had indeed finally succeeded in removing the red and gold helmet from his suit's shoulders. He turned around to see the beautiful woman wrap her arms around his neck and bring him into a soft kiss, one he was all too happy to return.

"Do you know what went wrong?" Tony asked.

Rumiko shook her head as she looked at the destroyed control panel near the end of a walkway.

"Any info we had on what happened was lost in the blast. It was some kind of energy surge but it only happened here. Any one of your super-powered punching bags comes to mind?"

"Maybe…living Laser…The Ghost…I don't know. Maybe it was—"

**BEEP BEEP**

"Hold that thought." Rumiko said as she removed her cell phone and opened it. "Fujikawa." Rumiko listened for a second before turning to look at Tony. She took the phone away from her ear and handed the phone to Tony.

"Hello?" he asked.

"**Stark, its Hill. Were assembling the team. We're going on a road trip." **

"Where?"

"**Brussels."**

* * *

**The Dome (EU Super-Human Initiative HQ), Brussels**

Nick Fury walked through the open halls of Dome followed closely by the Ultimates. Tony walked alongside Hank and Jan who were looking over the facility.

"Impressive right?" Tony said.

"It is. On par with the Triskelion If I do say so." Hank commented.

"Yep. But the people here are a lot nicer and— well look who's here!" Tony exclaimed with a smile as he moved past Fury and towards the group of colorfully dressed soldiers in form fitting battle suits.

"Brian!" Tony called out.

"Hiya Tony!" Brian responded shaking hands with the younger man. "How ya been doing since our little party in London?" The blonde man asked.

"Pretty well actually, all things considered. But where are my manners let me introduce you to my teammates and I dare say my friends the Ultimates."

Nick Fury stepped forward and shook hands with an elderly man with a grey beard and glasses wearing a white lab-coat.

"Good to see you again Director Fury." The man said.

"Likewise Professor Braddock. Everyone I'd like you to meet Professor James Braddock of European Union's Super-human Initiative. He as famous here as Bruce banner is back home, just in a good way."

"It's an honor to meet you Professor." Hank said shaking the older man's hand.

"The pleasure is all mine Dr. Pym. I was rather fascinated by the discovery you made with Pym Particles."

"That was all thanks to my wife here." He said gesturing to Wasp who offered her own hand to the scientist. Braddock gladly shook it as he saw his own son approach Captain America.

"It's nice to finally meet you in Person Captain." Brian Braddock responded.

"Captain Britain right? Tony told me about the Submarine rescue you did a few months back, that pretty impressive."

"Thank you. Tony is hilarious, everybody here just loves him. But I have to say it is an honor meeting you in person sir. As embarrassing as it is to say I use to have poster of you when I was a lad at Edinburgh."

"They had posters of me?" Cap asked surprised.

"Oh yes. For most college boys it was John Lennon, my son found his greatest Idol in America's poster boy for military imperialism. Brian Braddock everyone, the whole man under the age of seventy-five to agree to wear a union jack on his chest."

"Oh don't mind him." Brian said flippantly. "He's just a little cranky because we ran out of Earl Grey this morning."

Professor Braddock turned around and pointed towards two men who were talking in the corner, both wore the colors of the French and Spanish flags. "Over there we have Carlos Fraile from Spain and Hugo Etherlinck from Spain. And our moody friend over there…" The professor said while pointing to a man leaning on a table.

"is Umberto Landi aka Captain Italy. The other two are Capatains Spain and France of course." The long black-haired Italian scowled at the group of heroes before turning around.

"What's his deal?' Pietro asked.

"Oh he always that way. Put quite the damper on our after-rescue celebration party." Tony said as he stood next to a larger group of men and women, all dressed in the form fitting Exo-suits with their country's respective flag color scheme.

"These" Tony said gesturing to the group behind him. "Are the remaining group of brave men and very fine women to be members of the EU's Initiative movement."

"Yes indeed." Braddock said adjusting his glasses. "But they will not be accompanying you on your mission."

"Mission? We aren't here on vacation?" Pietro asked jokingly.

"I so wanted to see the Eiffel Tower in person when father wasn't trying to tear it down." Wanda joked.

"If you ever need a vacation I've got fully staffed private islands for the whole crew." Tony joked before Nick coughed to get the playboy's attention.

"Tony, we're going to need to keep this brief. We have a lot of info to go over. Professor." Nick said handing off the conversation.

"I'm sorry but the rest of the introductions will have to wait until after the mission is done." Braddock said as he walked with Fury. The two men walked towards another room, beckoning the others to follow.

"The four men I've introduced you two are the only ones with enough training to qualify for the mission at hand."

"I'm gonna have to channel Pietro here, what is the mission?" Hawkeye asked.

"You'll see Clint." Nick said as the group entered the room.

"Everyone please sit down while I hand off explanations to the person most…'qualified' to do so." Braddock said before stepping away from the stage. A new figure entered the room causing the men's eyes to widened and some of the girls as well.

The figure in question was a stunningly beautiful woman with a killer figure and long blonde hair. She had captivating emerald green eyes and an angelic face.

"Hello everyone…uh…my name is Amy Encante. I was…I am the lead scientist of the Norwegian Initiative team that started over 24 months ago. We uh…we consulted marketing experts before we started the program…creating a country's Icon was deemed important so we chose the Norse god of thunder Thor."

Wasp raised her hand in the audience, drawing attention. "If you could refrain from questions until the end…" Amy murmured with little confidence.

"I'm sorry to interrupt but…where is this going?"

"I'm with Wasp on this one what's going on?" Tony asked looking between Amy and Nick.

"Just listen people. And try to hold back questions or outbursts. This is hard enough for the doctor already."

"Please continue Amy." Professor Braddock encouraged.

The blonde took a deep breath to calm her nerves before speaking again. "Alright…after we selected the Icon to lead the project we began to try and recreate the super-soldier formula that made Captain Rogers."

The room looked at the captain who remained stoic. "Please continue doctor." Steve said with little emotion.

"R-right. But like so many others…we failed. Instead one of our scientists suggested a bio-mechanical route in the form of a exo-harness base on Norse iconography." Amy clicked the slide button to display a chest plate connected to a belt covered in six circular blue spheres that seemed built into the armor.

Pietro leaned over to his sister before whispering. "Is that Thor's armor?"

"To those of you in the audience, the armor may look familiar to you. It's the same armor used by Thor. Before anyone freaks out, allow me to explain. The harness granted its wearer flight, invulnerability, and levels of strength unseen in even the mutant community. The biggest problem was with the fourth-dimensional generator that was used to power it. We finally over came that when my fiancé suggested we make it into a hammer to better represent the image of Thor."

Another button pressed revealed a sleek silver axe-hammer hybrid identical to Thor's hammer Mjolnir.

"My fiancé was Doctor Donald Blake, a pediatrician who was originally a particle physicist but wanted to due something with…'practical use' no offense to anyone in the room." Another button press brought up a picture of a more well groomed man with a trimmed beard and hair held back in a ponytail. Despite the difference the Ultimates were more than shocked at what they saw.

"Thor?!" Tony exclaimed followed Clint who stood up from his seat.

"Nick what the Hell is this?!"

"Sit down everyone and let her finish!" Fury barked out.

Amy cleared her throat trying to regain her confidence and continued. "Blake and I met when we were looking for scientists to bring to the program. We…clicked. As the program proceeded he proposed…and I accepted. We hit a snag in the program when one of our potential candidates committed suicide. Donald decided to test the suit until we found a new candidate. The tests were going well until…an unforeseen side affect took place."

"Care to elaborate?" Pietro asked.

"The engine we designed in the hammer ionizes ambient energy, basically creating a near limitless power source to power both the harness and effectively control various types of weather phenomenon. But the energy is directly tunneled into the suit with no immediate filter…so the ionization process…it caused Donald to have…a breakdown."

Another image appeared of a destroyed lab and many wounded scientists.

"He went crazy…claiming he was a real god and everything. He destroyed the lab and injured many of our colleagues. Even now we're still picking up the pieces."

"This is a gag." Tony said, unconvinced by the argument. "You want us to believe that Thor is a criminal?"

"It does seem a little out there. The hammer and powers being tech based is feasible…but this doesn't sound like something Thor would do." Wasp argued back.

"And why weren't we told of this when he first appeared on scene?" Steve asked as well, looking at Fury.

"It wasn't like he was going to go all Doctor Doom on everyone!" Amy argued back. "Yes he was unhinged, but all he did was aid in humanitarian relief and environmental protests against rather dangerous companies. He even helped you guys out right?"

"SHIELD knew about most of this from the get go. But we figured that as long as he was staying all goody-two-shoes about it there'd be no problems." Nick said.

"Are you serious Nick?" Clint asked. The director nodded his head. "Fuck."

"It's only the recent stuff like this that's cause for concern, attacking democratic officials, encouraging rebellions. Only now has it actually gotten bad." Amy said.

"So this is why we're here?' Cap asked. Fury nodded.

"Damn Nick." Wasp said sighing. "Way to ruin our first team up."

* * *

**Norway, Outer Forest Camp**

The after party was in full swing. Dozen of older teens and young adults dance around the massive bonfires stacked several feet high and blazed with as much intensity as the people danced.

The protestors celebrated their latest win over the Roxxon Oil company's resignation to the environmental group's demands and had ceased their activities in Norway. And it was all thanks to God of Thunder.

The teens partied, drinking beer and dancing. Any trash they had, they threw into the fire, making it blaze higher.

Eric Selvig sat on the side of his truck as he watched the events unfold. Darcy and Ian were among the group of partiers. Eric took another sip from his beer before looking up at the stary-night sky.

"You never were one for parties."

Eric turned his head to Jane Foster, bundled up in a thick winter jacket, walking towards him. The older man shrugged his shoulders before looking back up again.

"I always wanted to be an astronaut." He said.

"Really? You never told me that."

"I didn't?" Jane shook her head.

"Well…I did want to be one."

"Then why didn't you."

"I only wanted to go up there for myself. No mission. No reason for a groundbreaking mission. Not to find new life or a new planet. I just wanted to feel what it was like to look down at our planet and see it from a god's point of view."

"And what about now?" Jane asked.

"I still do. But now I know that its looks the same to a man as it does to a god."

"How do you know that?"

"Thor told me. It strange don't you think, sometimes the things that are so different from us are so similar."

"Interesting philosophy. Speaking of Thor…"

"He's over there praying." Eric pointed towards a large tree they had positioned their camp near. Said god of Thunder was on his knees with his hammer held in front of him almost like a cross. His head was bowed.

Jane slowly approached the kneeling hero, snow crunching beneath her boots. "Thor?"

The blond haired man slowly opened his eyes. Turning his head he saw the brunette and slowly lifted himself off the ground.

"Yes Jane?"

"What were you doing? Eric said you were preying but…"

"I was."

"You said you left Asgard."

"Aye. I did leave it. I left because I couldn't stand by and watch the world crumble. My father abandoned the people he once defended. I couldn't accept that. But that still doesn't meet mean I wish to abandon them. I do miss them."

"You want to go back don't you." Jane said with a small hint of sadness.

"Yes…but my work here is not finished. And even if it was…I'm not sure I'd want to leave."

"What are you saying?" Jane asked as she walked a bit closer to the hammer wielding man.

"I've grown fond of everyone here Jane. Of every man, woman, child…all of you. And Jane…" Thor said stepping closer so that he was only inches away from the woman he had grown so fond of.

"Yes…?" The brunette said as she stared into his eyes.

"I want you to know…" he said leaning in closer.

"What?" Jane asked as she felt her heart begin to pound in her chest. Thor slowly brought his hand up to her cheek before moving closer to her. Jane leaned up as their lips came closer.

Thor's eyes widened as his ears perked.

Quickly, he grabbed Jane's shoulder, surprising her, and moved her behind him before swinging his hammer in front of him. The weapon crackled with electricity before an arc of lightning shot through the air sailing towards the trees.

A silver and grey blur dashed out of the foliage a mere micro-second before it exploded in a shower of wood and embers.

The bolts of lightning didn't stop as the blur continued to streak across the snow-covered ground sending plumes of frost into the air.

Quicksilver rushed towards the self-proclaimed god. Thor was not intimidated in the least as he charged another electrical burst.

Quicksilver cocked back his fist, only to be met with a blast of lightning from behind, sent by the storm clouds above.

"AGHHHGGG!" Pietro screamed as he slammed into the snow. The mutant slowly picked hi self up to see Thor towering above him.

"Jane, get everyone out of here, now!" He looked up at the clouds above and raised his hammer before bellowing out loud. "Is this how I am to fall?! Taken down like some form of criminal?! At least let my friends go! You owe me that much Fury!"

**SHIELD Mobile Command Ship, 1 Mile above Norway**

Onboard the large green gunship, Fury watched Thor scream up at him. The visual feed from their satellites was spot on and easily interpreted what he was screaming.

Maria Hill looked at her commanding officer. "Sir? Orders?"

Fury looked down at the screen. "He's right. We don't want civilian casualties anymore than he does. They have twenty minutes."

* * *

**Norway, Ground Level, Moments Later**

After Quicksilver's initial attack, several army transports rolled onto the grounds of the camps with soldiers in tow.

"Everyone on board now!' The commanding officer barked out.

The group of Thorites (Thor supporters) glared at the men while several picked up rocks and bottles, ready to fight at the slightest provocation.

"Do as they say." Thor commanded from his spot over Pietro. The god did nothing as the mutant rose from the ground.

"Lucky shot." He muttered while scowling. Thor said nothing as he turned to look at his followers.

"They have come to do battle. This is no place for mere mortals. Leave now before you are hurt, you only have twenty minutes."

"We're not leaving you Thor!" Jane argued.

Thor smiled at her before kissing her on the forehead.

"I thank you for your loyalty Jane. But this fight is inevitable. I don't want anyone else to be hurt because of me. Please go."

"Jane, we need to leave." Eric said grasping the woman's shoulder. Jane took one last look at Thor before reluctantly turning to leave.

Pietro watched Thor as he glanced after Jane.

"I will admit. For a homo-sapien she is pretty hot."

Thor turned to look at Pietro with a slight smile. "She is quite fetching. Brilliant, beautiful, and loyal. But there is no need to refer to others as homo-sapiens."

"I'm homo-superior. I'm just making it plain and clear."

"You may be your father's son by blood, but we both know you do not support his beliefs. I do not wish for this fight Quicksilver. I'd rather not hurt the people I once called friends."

"Really? Because you seemed fine with wrecking a lab filled with them." Pietro shot back.

"What?"

"We know everything Thor. We heard it all from your fiancé." Wasp said as she walked out of the woods wearing a thick winter jacket. She was closely followed by Captain America and Giant-Man who also wore a jacket over his suit. The rest of the Ultimates followed behind her.

"What fiancé?" Thor asked, his confusion not settled at all.

"Amy Encante Thor." Tony said as he walked onto the scene, fully armored.

"I've never heard that name in my life."

"Thor please listen to reason!" Wanda begged. "We know what that equipment is doing to you! It's messing with your mind!"

"What nonsense are you talking about?!" Thor barked out.

"Don't make us do this man." Hawkeye said as he notched an arrow onto his bow. "As many times as we liked to joke about this stuff…the self-proclaimed god act has to end. Just drop the hammer buddy."

"You are all confused! Don't you see what is happening here?! It's the Enchantress! She's warped everything! This is how she wins with barely lifting a finger!"

"Thor for god sake just stop! Your sick but we can get you help!" Tony begged out to his friend. "We know you mean well but you're becoming a danger to yourself and more importantly to others!"

"I'm only doing what must be done! Amor is behind all of this! The actions of the governments that oppress the people! She did it to lure me out! You're playing right into her hands!"

"I've had it with this Thor. This stops." Widow said. Thor looked at her, seeing she was wearing what looked to be like a black, female version of an Iron Man suit. A closer look at Hawkeye's bow showed it was equipped with several modifications.

"You gave them more weapons Tony?" Thor asked in near disbelief.

"Thor…please. Don't do this."

"Oh for god's sake! Cap! Make them listen to me!" Thor screamed out at his former leader.

The group turned to look at their leader who was staring at Thor.

"Sorry chum. You're crazy and you're going down."

* * *

**Hoped you like this chapter and I'll be trying to shoot out the next chapter! **

**Up Next: Thunder Fall Pt 2 **


	4. Chapter 4: Thunder Fall Part 2

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners.**

**Chapter 4**

**Thunder Fall Pt 2**

* * *

**Norway, Outside the Battlefield**

"Let me go! We can walk from here!" Jane foster screamed pushing away the two soldiers that had tried to keep her on the truck.

"Lady we're fine with you hippies gettin' what's coming to you but we have orders to get you to the nearest town. So get on the fucking truck!"

"Thor is our leader! We aren't going to abandon him!"

"Are you serious? Lady, there's freakin' super-soldiers down there! They go through walls like sand at the beach. What gonna happen when one of them comes flying at you?"

"You really think you can help Thor? What are you going to do?"

Jane looked down at the valley below. Massive bolts of lightning struck the ground below. Massive shadows were thrown across the mountain range as the area was lit up by the increasingly deadly bolts of electricity.

"I don't know…prey I guess. Just to let him know that we still believe in him."

* * *

**Valley Below**

Quicksilver ran across the battlefield, dodging arc after arc of electricity as Thor pointed his hammer at the speeding mutant.

Hawkeye dove to the ground as Cap used his shield to block a bolt of lightning, defending them both from the force of nature.

"Get that damn belt off! Without the control harness he can't conjure the storms!" Cap shouted out.

"I've got him!" Hank hollered as he grew to about twenty feet and lunged forward, swatting at Thor with his hand.

Thor saw the attack and flew out of the way before circling back. He shot forward with Mjolnir outstretched, prepared to slam weapon first into his former ally.

"Forgive me Hank." Thor said as he increased speed.

"You'll have to forgive me then!"

A red and grey blur slammed into Thor's side tackling him to the ground where they crashed. The landing caused a massive crater, the impact sent piles of snow, rock and dirt into the air before falling down like rain.

Iron Man rose from the ground, his targeting array locked on Thor. Thor rose from the ground and lifted his hammer aiming it at the armored hero.

"Don't make me do this Tony." Thor pleaded.

"Stand down Thor. You are under arrest."

"I used to think you were the smart one." Thor sighed. He shot forward swinging his hammer only for Iron Man to leap back with his thrusters before firing off a steady stream of repulsors from his wrist mounted cannon.

Thor raised the axe side of Mjolnir to block the assault as he channeled lightning into his weapon.

"Forgive me friend!" he shouted out before releasing a blast of lightning.

"Jarvis! Shields!"

Iron Man crossed his arms into an X and was encompassed by a sphere of blue energy that blocked the lightning. The bolts of energy slashed across the shield but failed in breaching it.

"Someone back me up!" he screamed as Thor Flew in closer. He reeled back his hammer before letting it fly down axe-side front. The blade cleaved through the shield like butter.

"Oh Hell."

* * *

"Tony we lost visual! What's happening?!" Cap shouted out over the coms.

**FABOOM!**

A figure went flying through the air and crashed into the ground a few meters away. Cap glanced at the crater and saw Iron Man, armor and all, lying in the crater. His armor sported cracks and was sparking near the chest.

**KAKRAM!**

The group turned to see Thor had landed near them, hammer crackling with energy, an enraged look in his eyes.

"Damn you all for making me do this!"

"You brought this on yourself!" Hawkeye retorted before letting loose a volley of arrows. The tips of the weapons glowed blue as the repuslsor energy stored inside detonated on impact. Thor was sent flying back, tumbling down the snowy slope until he steadied himself on his feet.

He looked up in time to see Pietro leaping into the air before coming down with a powerful sucker punch.

"Gah!" Thor muttered as he felt the blow hit him at 300 MPH. he slumped to the ground before another blow hit him at 400 MPH. "Grah!"

* * *

**SHIELD Mobile Command Ship, Grounded**

Nick Fury watched as the satellite feed fed them the images of the battle.

"Captain America and Hawkeye are gonna get killed out there." Professor Braddock said. "I told you Fury, we should have sent our people in first."

"As long as he's wearing the belt, he wields the hammer and therefore is the most powerful super-human on the planet that we know of!" Amy exclaimed.

"Don't worry. My team can handle this. Send in the Excalibur team to back them up.

"Sir! We have something moving back and forth across the valley. 500…600…700 MPH…It's Quicksilver!"

"He can move past speeds of Mach 2?" Amy muttered looking at Fury.

"Lady, you wouldn't believe what my team can do."

* * *

**Norway, Valley**

"GRAHHH!" Thor screamed as the blow to the chest sent him hurtling back down the slope. He continued to tumble until he landed onto more stable ground, regaining his balance.

Thor grunted as he stood. He could see the after clouds of snow billowing through the air. The mutant speedster's blows were as powerful as the Hulks at his current speed. But that didn't deter the god.

"I know you're fast Pietro. But thou can't outrun lightning."

Thor Thrusted his hammer into the air as streams of blue bolts struck it like a lightning rod. The dark clouds above only became worse as screams and booms of thunder echoed across the sky.

Streaks of blue lightning flashed in the air. Pietro saw what was happening and rushed to stop it.

'Can't let him whip of the storms! Got to stop him!'

Thor felt the power of the storm heed his commands as his eyes drifted towards the landscape around him. He saw the mutant speedster and grimaced.

Pietro shot forward, faster than a bullet, fist cocked back. A searing burst of pain coursed up his body, burning his flesh and sending him crashing to the ground.

"GIAAHH!"

Thor watched as the lightning-struck teen slammed into the ground tumbling through the frozen tundra before crashing into a set of pines. The force of the impact splintered the wood, creating a scene of falling trees.

Thor looked up t the raging skies above him and saw four small figures quickly approaching. He narrowed his eyes at the sight of the Excalibur super-heroes shooting through the air.

* * *

"Captain Britain to all points! We see Thor! Quicksilver is down! We are in route to Thor! Any back up would be appreciated!"

"**This is Widow. I'm airborne and cloaked with Cap and Hawkeye. Stall him for a minute."**

"Please! This will be over by the time you get here!" Captain Italy boasted before shooting forward.

"Umberto! Dammit! Full thrust, Carlos, Hugo, full thrust!"

The four colorfully dressed heroes shot forward like missiles, devastating the ground they landed on.

Thor swung his hammer, conjuring a small gust of wind to disperse the plume of dust and snow created by the four captains. When the cloud cleared, a tan fist shot forward.

Thor saw the attack and sidestepped wrapping his free arm around that of his attacker he kicked Italy in the knee, causing him to grunt and drop down. Thor threw him across the ground, sending the man rolling across the frosty tundra.

Before Umberto could recover he felt a bolt of lightning strike him in the chest.

"Gah!" he screamed, shooting back into the forest where he demolished the trees on impact.

"Get him!" Britain shouted out punching Thor across the jaw, actually drawing blood.

Thor stumbled but quickly recovered, swinging his hammer to the right. Brian rolled under the swing as France punched Thor in the stomach. The god grunted but retaliated with a super-powered upper cut that struck home, sending the captain flying.

Spain stood his ground scowling in front of Thor who readied his weapon. "Stand down warrior of Spain. This is not your battle, you are being deceived by my old enemy."

"I can't believe they put up with this bullshit for so long! You are fucking insane!"

Thor scowled at the man and pointed Mjolnir at his chest. "I gave you a chance, let no one forget that!"

Lightning crackled at the tip of the weapon only for his aim to be disturbed. "Gruh!" Thor grunted as his left arm was locked by Captain Britain.

The British soldier had his right arm looped around the thunder god's neck while his left was wrapped under Thor's left arm. He connected his hands, effectively forming a small body lock.

"Unhand me you traitor!" Thor bellowed as she struggled against the super-strong hero.

"Spain! The belt!"

Captain Spain didn't need to be told twice. He dove forward, flying into Thor and tackling him. He grappled with the man, grabbing at the metallic buckle, trying to wrench the garment from it wearer.

"I said!" Thor yelled. "Unhand me!"

With a mighty swing, Thor slammed Mjolnir into Spain's side, causing him to scream in pain. "ARGGG!"

As the blow connected, Thor released his grip on the hammer, allowing it to sail along with Spain, crashing into the man, pinning him beneath the enchanted weapon.

Spain groaned in pain as he felt like a freight train was parked on his chest. He opened his eyes to see Thor's hammer resting on his sternum. Spain smirked as an idea formed in his head. He grabbed the hammer's handle and prepared to lift it.

"Let's see how you like a taste of your own medicine you fucking luna—god this is heavy!" Spain whined as he tried with all his might to remove the hammer from his chest. Unknown to the man, a unique sigil glowed on the hammer's tip, with small writing underneath it.

"Carlos! Stop fooling around and help me dammit!" Britain screamed as he tried to maintain the strangle hold he had on Thor. The thunder-wielding god smirked.

"This proves that you are unworthy! And only the worthy have the right to wield Mjolnir!"

With that said, Thor slammed his elbow into Britain's side, causing him to gasp in pain, the momentary release caused by the attack was not missed. Thor grabbed the captain's arms and threw him over his shoulders, slamming him into the ground before pummeling him with a flurry of punches. Each blow felt like a bag of bricks being taken to Brian's face. Every impact cracked his helmet.

Thor stopped his blows for a moment and saw the bloodied face of Brian Braddock.

"Do you yield?" Thor asked, hoping he would not have to kill the man below him.

"You first!" Hawkeye screamed as he leapt over a ledge. He landed in the snow and rolled forward before releasing a red tipped arrow. The projectile hit Thor in the chest releasing a stream of orange mist.

Thor felt its effects immediately as his skin began to burn like it was on fire. "GRAAAAHHHH!" He screamed as his hair was lit ablaze, his kin burned at the molecular level due to the napalm gas.

"Get him now!" Cap screamed as he hurled his shield at Thor. The blow collided with the targets face. Thor felt his nose bleed from the attack, even through the maddening burning sensation that coursed over his body.

Cap's shield returned to him via the new magnetic gauntlet on his arm, courtesy of Tony. The veteran super-soldier dashed forward shield held up, and slammed into Thor like a battering ram. The man was knocked off his feat but quickly rolled to a recovery position before he received another shield-clad punch from the captain.

Thor, although staggered, refused to back down. Steve lashed out with a powerful stomp-kick only for Thor to grab it. Using his far superior strength, he hurled the captain into the air before he smashed into a tree, breaking it in two.

Thor looked to his left to see his Captain Spain struggling to remove Mjolnir from his body.

Thor held out his arm, willing his hammer back to him.

* * *

Suddenly, Spain felt the weight leave his chest and watched as the hammer flew towards its owner.

The hammer was inches from his grasp until a black-armored rocket plowed into him, sending him on a one-way trip to the frozen lake below the hill.

Mjolnir crashed into the snow and lay unmoving.

Thor felt the wind whip past his face, a refreshing feeling compared to burning alive. He felt the cold grasp of a metal hand slam his head into the ground, breaking the ice and sending him face first into the icy depths below.

Natasha hammered the would-be god with her armored clad fist, despite Tony's warning about the suit not being as strong or durable as his other ones, possessing only a fifth of the strength his normal suits possessed it was working wonders for her.

She felt Thor struggle beneath her. The drowning victim grabbed her by the helmet and flipped her forward. Natasha crashed into the rocks below the lake. The armor took the blunt of the blow, but it still hurt like Hell to the super-spy.

She slowly rose to her feet, made even harder by the water's pressure, and saw Thor swimming towards the surface. Natasha's onboard computers also showed micro-fractures on her suit from the previous blow.

'Guess I have to take this out of the water.' She thought to herself. The rocket boots burned to life, propelling her off the lake's floor and towards the surface.

Thor broke the water's surface, his lungs greedily sucked in the air around him. His enhanced physiology gave him a greater breathing rate, but without Mjolnir he was still susceptible to asphyxiation.

Seeing the shoreline he began to swim towards it. After hitting solid ground, he crawled free of the water.

**SPLOOOSSH!  
**

Thor turned around to see the Iron Widow rocket forward, slamming into him at super-human speeds, sending him hurtling back where he crashed into the dense green forest, toppling trees as he fell.

Widow shot into the air, flying towards the stormy sky before turning down and blasting forward, aiming for the forest line.

Thor pushed a log off of his torso and stood up, brushing off the dirt and twigs.

"Traitors…the lot of them…damn you Amora!"

Thor ear's perked at the sound of rocket boots. He whirled around to see Widow slam him into the ground.

* * *

**Valley, One Mile Over**

"Everyone! Converge on Thor! Don't give him a chance to recover!" Cap barked out as he helped Brian to his feet.

**FWAAABOOM!**

The team turned around to see a massive plume of dirt and snow fly into the air.

"That's by the lake." Iron Man said as he flew in towards his recovering teammates.

"Tony go back Natasha up! Keep Thor occupied."

"Easier said than done Cap." Tony muttered before shooting off down to the lakefront.

Cap helped Brian to his feet while the younger man removed his broken helmet. He let the cracked object fall to the snow as he blew his nose, clearing the blood from his nostrils.

"Guy hits like a freight train going 80." He complained.

**FAKOOM!**

Another cloud of debris rained into the air as the fighting continued. Lightning flashed through the clouds before thunder roared.

"Is Natasha always this angry in a fight?" Captain Britain asked as he saw the American war hero begin to jog down the slope.

"Only when I ask nicely." Cap responded.

* * *

**Lake Front**

Natasha threw another punch that connected with Thor's jaw, staggering him. Not wasting a second, Widow brought her knee up to his chin, knocking him back.

"Guh!" Thor grunted as Widow rushed him again. She launched a roundabout kick at the god who shocked her by grabbing the foot and hoisting her up.

"RAAAHH!" Thor bellowed as he hurled the armor-clad women towards the tree line where she crashed face first into dirt floor.

"Ugh…" she grunted, turning around to see Thor sprinting toward her. Widow sprung to her feet and charged up the weapons on the palms of her suit.

Thor dove forward, tackling the woman to the ground. Natasha wrestled with the enhanced human, each of them exchanged blow after blow, punch after punch.

"**Neuro scrambler is online. Would you like to use it?" **The bland mechanical voice asked.

"Fuck yes I would like to use it! Right fucking now!" Natasha screamed out in frustration.

She was finally able to break free of Thor's grip with a cheap shot to the balls.

"Guh!" He grunted before Widow kneed him in the throat, and then threw a sucker punch that nailed him in the face.

Thor was thrown off the super-spy and tumbled to the ground. Seeing that he was trying to get up, she rushed into action.

"Neuro scramblers! Full-power!" She screamed, kneeing him in the back while grabbing the sides of his head.

The gloves burned with an intense blue glow and unleashed an enormous current directly into Thor's skull.

If the napalm gas was painful, this was utter Hell. Every neuron in Thor's brain was firing off the same signal: Pain.

"GURRRAAAGHH!" He wailed, clawing at Widow's hands as she continued to grip his skull. Both refused to yield as Widow pushed her knee further into the man's back.

"Just! Stay! Down!" She screamed. She was positive that his brain must've been on fire by this point but even that wasn't enough to stop the man below.

Through the intense pain, Thor was able to create a single thought. The name of the one ally he could always rely on. With a herculean effort, he willed it towards him.

* * *

Tony flew in closer as he saw Widow frying Thor's brain.

"Jesus Christ…" he muttered in disbelief at the sight of his friends tearing each other apart.

Tony's thoughts were distract when he heard a distinct metallic hum echo through the air.

"**Warning! Incoming projectile!" **Jarvis exclaimed.

Tony whirled around to be greeted by the feel of cold metal slamming into his face, knocking him clear out of the sky.

Mjolnir flew past the falling hero as it made its way towards its wielder.

* * *

Natasha stomped Thor's head into the ground before she began to pound it into the ground.

"You could've stopped this you pigheaded hippy scum! Instead you bite the hand that fed you and you sold us out! You sent Banner to his death!" Widow wailed as she lifted Thor's head from the dirt. His face was caked in dirt and blood, but he had a look of sheer defiance on his face.

"I did nothing of the sort witch!" he shouted back.

Widow ready another dose of the Neuro scrambler until a metallic hum came from behind her.

**KAKLANG!  
**

Went the sound of metal smashing metal. The hammer had struck Widow right in the back, shattering the abdominal armor and sending her sprawling onto the forest floor.

The hammer itself circled around and flew through the air, landing in the secured grip of its owner.

Lightning flashed as thunder boomed, rain began to pour from the sky as Thor lifted his prized weapon into the air.

He stomped towards the pained woman and grabbed her by her shoulder hoisting her up.

"Thor!" Iron Man yelled aiming his weapons at his former friend.

Thor raised his hammer, beckoning a bolt of lightning to descend from the sky, slamming into Iron Man with the force of 12 hundred thousand volts of electricity.

Thor turned back to Widow who was clutching her stomach in pain.

"MY BABY!" She screamed causing Thor to stop.

"What?" he muttered, dropping her onto the ground.

Widow's hand remained wrapped around her abdomen as she cried out in pain. "My baby! What have you done to my baby?!"

"Natasha…what are you…?"

"I was three months pregnant you idiot!" She wailed. "Steve and I…we hadn't told anyone yet…oh god…why Thor?"

The thunder god looked mortified at the words he had just heard.

"Natasha…I'm sorry…I just…"

"Sucker."

Widow spun around as twin machine guns emerged from her wrist, unleashing a hail of hot metal onto Thor's stunned face.

"Grah!" he screamed as he prepared his hammer.

"Not happening!" Iron Man screamed, flying forward and tackling him to the ground.

"Off!" Thor screamed as he grappled with armored avenger.

"Dammit Thor! You're sick! Don't you see it! You need mental help!"

Thor slammed his head against Tony's helmet creating a metallic clang.

"Ugh!"

Thor delivered a powerful stomp kick to remove the metal man from his body. He raised Mjolnir beckoning an arc lightning to strike his weapon, charging it with nature's greatest weapon.

"I tried to warn you…damn you…DAMN YOU ALL!"

* * *

**Valley, Above the Lake**

Wanda trotted down the snow-covered hills as she approached the unconscious form of her brother. Giant-Man (thirty-feet tall) and Wasp (miniature) followed her down. They could see bolts of lightning falling from the sky and striking the crater by the lake.

"He's gonna fry the whole valley with this storm!" Hank screamed over the whipping wind and wet snow blowing past his face.

Wasp regrew to her original size to keep herself from being blown away in the intense wind.

Wanda finally made it to her brother's prone form lying face down in the snow.

"Pietro…" she muttered as she kneeled down, rolling him over so his head rested on her lap so she could nurse his wounded body.

"Wanda!" Wasp called out grabbing the girl's shoulder.

"We need to get down there! Can you teleport us?!"

Wanda looked down at her brother's face before she glared at the illuminated crater.

She raised her hands above her head, placing them together. They began to glow with a hot-pink glow before slowly turning to a dark crimson.

"You should brace yourselves." She said darkly.

* * *

**Lake Front**

Thor hurled another bolt of lightning at the two armored heroes who dodged. The bolt struck the ground, shattering into a flurry sparks and rocks.

Iron Man lunged forward, unleashing a powerful blast from his palm. Thor swung his hammer, deflecting the beam.

Widow continued to pepper him with her arm-mounted machine guns but only succeeded in angering him further.

He swung his hammer, unleashing a torrent of blue lightning at the armored spy.

"Shields full power!" Widow called out as a slim, blue shield covered the front of her armor. Energy met energy as the man-made shield clashed with a force of nature.

The shield was quickly overwhelmed by the surge of power. Thor let out a mighty roar as he increased the power of his lightning, breaking the shield and frying off the top portion of Natasha's armor.

"GIAH!" She screamed before crashing into the ground.

"Widow!" Tony called out as he ran forward, firing his repulsors from his wrists and palms

Thor blocked the attacks with his hammer. "Don't you see what's going on Tony? This has been Amora's ploy from the beginning! Everything you were shown was false!"

Tony ignored the outburst as two small pads attached themselves to his neck beneath his armor. A small speaker-like tuning fork emerged from below Iron Man's helmet and positioned itself in front of where the hero's mouth would be.

"I'm sorry Thor…I just don't believe you."

Tony inhaled sharply before releasing it in the form of an intense scream.

"**UUUUWWWWWWAAAAAAAHHHHHHH!"**

The massive wave of sound ripped cross the landscape, blasting snow off trees while shattering any ice within a two-mile radius.

The blast of sound barreled towards Thor who braced himself for the attack. It hit him like a tsunami. The pressure slammed him like he was under the ocean while his ears exploded in showers of blood as his ear-drums burst.

Whatever scream escaped Thor's mouth was drowned out beneath the force of two million decibles of sound. The god fell to a knee, slamming the axe-end of Mjolnir into the ground to keep himself from being blown away.

With the strength known to very few, Thor lifted his head and saw the faint outline of the armored hero through the distorted air. Pressing his feet into the ground, Thor lifted himself off the ground. Keeping one hand in front of himself.

He lifted Mjolnir with his right hand, narrowing his eyes at Iron Man. Cocking back his arm, he took aim. With a mighty throw, he hurled Mjolnir.

If Tony's ears were not buffered by his helmets audio blockers, he might've heard the metallic hum. Without warning, he felt all the air leave his lungs as a sickening crunch echoed out. He felt his body being lifted off the ground as Thor's hammer broke through his armor.

"GRAHH!"

Iron Man smashed into the rocky shore, the force of the blow sending him skidding across the stones of the shore until he crashed into a set of snow-covered boulders, demolishing them beneath his weight.

The chest plate of his armor was sparking as a jagged scar ran down the front of the chest, crossing the glowing blue core before ending just short of his right hip.

"**Suit integrity breached. Estimate damage is 50%. Tactical option is to retreat." **

"What are the odds…of that working…?" Tony grunted as he fell forward on his hands and knees.

"**In your current situation…20%."**

"Great pep talk J…" Tony said with a sarcastic whine.

Thor marched towards the downed Ultimate, hammer swinging by his side.

"You brought this on yourself Tony. I take no joy in this battle."

The blonde haired man lifted his hammer over his head and prepared to bring it down.

A near-blinding flash of crimson light illuminated the area for a brief moment.

Thor turned and Iron Man looked up to see the form of a massive boot being brought down on Thor.

The God braced himself catching the gargantuan foot above, even as it cracked the ground, burying him halfway below ground level.

"Guh!" the god grunted as he looked up at Giant-Man's boot.

"We tried talking you out of this man! We really did!" Hank called out, his voice booming over the sound of whipping wind.

"Janet! Now!"

Wasp shot trough the air like a bullet, zipping by the god so fast he had no time to react. Wasp blasted him in the face with a dose of her stingers, causing him to grunt in pain.

The momentary attack had caused the man to open his mouth.

"I really hate doing this." Wasp muttered as she shot into the god's mouth and traveled into his throat.

Thor felt the flighty Ultimate beneath his skin and realized her plan.

* * *

"A brain freeze worked on the Hulk…so why not you?" Wasp muttered as she climbed up Thor's throat to reach the brainstem.

"One sting and its over!" Wasp charged up her fist with a dose of her bio energy before she felt a massive vacuum hit her full force.

"Gah!" she screamed as she realized she was being sucked down Thor's throat.

"No no no no! Thor don't swallow!"

* * *

Once Thor felt the miniature woman go down he exhaled a mighty breath that shot her out, sending her spiraling into the air where she crashed into the deep snow.

"Off of me now!" Thor roared pushing up against Giant-Man's foot. Using his free hand, Thor gripped the strap of his hammer and spun it, the weapon quickly picked up speed, creating a miniature cyclone that whipped across the frozen lake.

"What the?! He made a tornado on such a controlled scale!" Hank shouted in disbelief.

The twister slammed into the giant's body, disrupting his balance and causing him to fall back.

The 60-foot tall Ultimate hit the ground hard, causing a miniature tremor that rocked the area.

"I warned you all! Now see what you have wrought upon yourselves!" Thor bellowed as he began to rise in the air.

Lightning flashed through the sky before shooting down onto Thor hammer, creating a sparking hammer aimed at the fallen Giant-Man. The enlarged Ultimate looked up at Thor through the lenses of his goggles.

Thor could see the fear and defiance in the man's eyes. Giant-Man glared up at flying god as lightning flashed across the sky, arcing around the hammer.

"Forgive me Pym!" He roared.

Thor swung his hammer, calling forth a torrent of electricity that streaked towards Giant-Man only to rebound off a crimson shield, slamming into Thor.

The God of Thunder was sent hurtling back, crashing into the ground.

"Impossible!" Thor muttered staring at the ground in shock. He slowly raised his head to see the Scarlet Witch standing near the fallen Wasp, her eyes burning with a crimson aura.

"Witch." Thor grunted.

"This is for my brother, lunatic."

Wanda raised her glowing hand. The crimson aura erupted in an intense burst of energy.

Thor braced himself for the attack and was met with a massive explosion. The man was sent flying back into the snow. He glared up at the witch as she conjured up a flurry of hex bolts that hovered around her like a set of red arrows.

"RAAAH!" She screamed as the bolts shot forward.

Thor swung his hammer unleashing a wave of electrical energy that swept across the battlefield clashing with the arcane projectiles.

The resulting shockwave destroyed both attacks and forced Wanda to throw up a shield while Thor simply fell to a knee.

The Ultimates watched as two of their heavy hitters clashed against each other, each blow sent a massive shockwave through the area, blowing rocks and snow through the air.

"It's over Thor!" Wanda screamed as her crimson aura streamed out around her.

"NO!" Thor hollered unleashing another bolt of lightning. Wanda blocked the attack and retaliated with her own, unleashing a wave of crimson energy at the god.

Thor swatted the blow away with his hammer, standing his ground.

"I always knew you were powerful Wanda…even you don't know how deep that power lies…but there is one difference between you and me little girl."

"What? I'm not a mental patient with delusions of grandeur?"

"No…thou art a mortal of flesh and blood. But I…am a GOD!"

Thor raised his hammer into the air as lightning crashed around him. The arcs of energy darted towards his hammer creating a magnificent blast of electrical energy.

Wanda could feel massive surge in power emanating from the being in front of her. Thor's hammer was connected to the storm above via an enormous current of lightning like a tether to a kite.

"Now…FALL YOU WITCH!"

Thor slammed his hammer into the ground, bringing down a torrent of lightning the likes of which the Ultimates had ever seen.

Wanda conjured all the power she could in that brief instant to shield herself from the forces far above her. The crimson shield clashed against a force of nature that was too great to be contained. Too powerful to be stopped by the powers of a mere mortal.

Wanda's eyes widened in terror. She knew. The second the attack struck the shield she knew it wouldn't hold. The barrier of arcane energy, cracked, again and again. In the last second of rational thought Wanda could muster over the fear, she thought one thing. Help.

* * *

Pietro's eyes shot opened.

**KRAKAABOOOM!**

* * *

The shield exploded, allowing the streams of lightning to crash to the ground, obliterating the entire area, reducing it to a smoking crater of charred rock and ash.

"Wanda!" Wasp screamed as she saw the empty crater.

Thor lowered his head in solemn silence.

"Forgive me Wanda…you gave me no ch—GRK!"

The force of an 800 MPH punched socked him in the jaw, the sonic boom emitted from the impact floored him instantly.

"UGH!" Thor landed in the deep snow as the wind whipped past him.

A large cloud of snow had been whipped up in the pattern reminiscent of a speed trail before halting near the edge of the downed Giant-Man. The enlarged Ultimate looked down at the settling cloud to see Wanda clutched in the arms of her older brother Quicksilver.

The shocked mutant looked up at her twin who was panting like a beaten dog. His impact suit was scorched and torn, but otherwise he looked no worse for wear. He looked down at his younger sister and smiled.

Wanda was able to organize her thoughts enough to smile back. Seeing that his sister was okay, Pietro surrendered to the abyss that was unconsciousness.

He fell face first into the snow and lay unmoving. "Pietro!" Wanda screamed, kneeling over her twin.

She quickly checked him over for injuries as Wasp ran to aid her. The size changing Ultimate knelt down next to the silver-haired male and checked his breathing.

"He's alive. Just exhausted."

Thor felt a miniature ping of relief, before it was quickly washed away by the feeling of pain. Pain located specifically in the back of his head.

**WHACK!**

The metallic disk slammed against the back of Thor' skull, dropping him to a knee. The flying shield circled through the air before landing onto the arm of Captain America.

"Thor! Last chance soldier! Stand down! Or we will put you down!"

Beside him stood Hawkeye, bow loaded with multiple explosive tipped arrows while the Excalibur super-soldiers hovered behind them, like hawks waiting to devour their prey.

"Captain. I respect you…but you are playing a role you will regret. Do not continue this battle else I will have to—"

"Oh shut up!" Captain Italy exclaimed diving forward. He flew directly towards the god and let loose a powerful punch which sent the hero back into the snow.

"Get his belt and he'll lose the power!" Brian screamed.

The four super-soldiers flew towards the downed Ultimate and body-slammed him. The four men grappled with the post-human who thrashed about like an animal.

"Get off me you scoundrels!" Thor wailed, kicking France off of him. The hero slammed into Hawkeye before he could launch his own attack.

"Clint!" Widow screamed pushing off her scorched armor. She turned her head to see Cap rushing forward shield first, blocking the numerous bolts of lightning that flashed about the battlefield.

"Brian get that damned harness off!"

"I'm trying! Jesus he's strong!" Brian raged as he wrestled with the god. Thor snarled before striking out with a head-butt, breaking the capatin's nose in the process.

"GAH!"

The momentary respite was all Thor needed. He stomped kick the Englishman in the gut sending him flying towards Captain America.

Steve saw the attack coming and slid down on the ground, sailing under Brian as he smashed into the snow-covered ground and into Hawkeye.

Cap glared at the thrashing god, fighting like a restrained bull.

"Get off me you TRAITORS!"

Mjolnir burst to life in a stream of lightning and wind, blasting both Italy and Spain off the enraged Thunder God.

Thor glared at the assembled heroes he had once called allies, even friends. Rage was all that could be seen in the god's eyes as he shot into the sky, raising Mjolnir into the air. Bolts of lightning danced across the sky before striking the tundra below, showering the area in smoking debris and sparks.

Cap raised his shield, defending himself from the intense attacks while slowly moving forward.

"Cap to all points! Any fliers or crack-shots take Thor down! I want him nailed and I want that harness!"

Hawkeye rolled the heavy Captain Britain off his body before looking up at the sky. He saw the intense bolts of energy flashing across the tundra surface, incinerating anything they touched.

He saw the energy streaking across the sky and darting towards the valley's edge. Clint's eyes widened in shock as he realized where it was headed.

"Nick! Get off the plane!"

* * *

**SHIELD Mobile Command Ship**

Nick Fury cringed as he saw the beat down Thor was serving to his team. He watched as Cap dodged each blow, bobbing and weaving away from the blows of the enraged god before retaliating with several super-human blows.

The screen started to crackle as Thor charged near Cap. Fury slapped the monitor, trying to clear up the image.

"Dammit! Work!" he screamed smacking it again.

"That doesn't make it better Director!" Amy exclaimed.

Fury turned around and glared at her. The blonde cringed in fear, taking a step back.

"Lady, you better have one Hell of a plan if you wanna stop this!" Fury snarled out.

The blonde bombshell noticeably gulped before turning to one of her control console. She bent over and pulled up the specs for the armor.

"The harness wasn't supposed to be invincible…I might be able to find a weak spot we may have overlooked…"

"**Nigrk gr-ak Ouzzzzt!" **

The occupants of the jet turned towards the com-set that was sputtering out gibberish. Through the intense crackling Nick recognized the voice. The director of SHIELD stormed towards the device and grabbed a headset.

"Clint? Clint what is it? We can't hear you soldier! Dammit, someone clean up that fucking signal!"

"Sir the storm is playing Yahtzee with our coms, storm clouds are blocking satellite…everything! We're blind here!"

"Son those are not the word I want to hear!"

"Fury!"

The director turned to see Professor Braddock pointing at a monitor screen. The display showed a massive surge of energy barreling towards them.

"**Nick! G-rrzk out! NOW!"**

* * *

**Valley, Lake Front**

"Nick! Get out of there! Dammit! Wanda!"

The scarlet Witch looked up to see Hawkeye stumbling towards her through the snow.

"Wake Pietro up! Do it now!"

"He's unconscious!"

"Use your powers and wake him up! Nick and everyone else are gonna die if you don't!"

Wanda looked towards the direction of the plane and saw lightning smashing through rocks on its way towards the jet.

Wanda looked down at he wounded sibling, eyes glowing red. She placed her hands on the side of her brother's head before speaking.

"Pietro…I need you brother…we need you…"

* * *

**SHIELD Mobile Command Ship**

"Everyone out! NOW!" Fury screamed, slamming his hand on the control panel.

The jet's belly opened to allow a small ramp to descend to the ground.

"Everyone grab what you can and he—"

"Braddock forget the data everyone out!" Fury screamed, ushering the people out before a massive bolt of lightning demolished the jet.

**KABOOOMM!**

Fury felt himself being carried at an incredible speed before being dropped onto the ground. He rolled several meters before finally stopping. The cold touch of the snow was the first sensation he felt before a massive case of whiplash.

"Ugh…" he groaned.

"BLUARGH!"

Fury turned his head to see James Braddock puking his guts out on the ground.

"How…the…"

"You…can thank me…later…" Pietro said through ragged breaths as he held Dr. Encante in his arm, bridal style.

"Uh…th-thank you…" Amy said with wide eyes.

Pietro smiled down at her with a cocky grin. "Not a problem ma'am. Anything for a pretty girl…why do I sound like Tony?"

"**Nick! Nick are you okay?! Dammit does anyone copy?!"**

"Clint…we're fine…"

"**Nick this is Wanda! Is Pietro okay!"**

"He's fine…hitting on Thor's Ex to be exact. Note to self keep him away from Tony in near future."

"**Nick! It's Widow! We need every post-human we can get! Send Pietro back!"**

Pietro smiled down at the doctor again before setting her on the ground.

"Duty calls."

Quicksilver shot across the ground before falling face first into the ground.

"Pietro!"

Fury jogged towards the mutant as he tried to pick himself up. Fury helped him to his knees and noticed he was panting.

"Just…a little tired…one more try…"

Quicksilver tried to stand but his knees buckled. Fury caught him and lowered him onto his back.

"Fury to all Ultimates. Pietro's tapped. You got no back up."

* * *

**Valley, Lake Front**

"Dammit!" Clint swore reloading his bow's clip. The spent arrow box ejected from the square container and into the snow.

"We're on our own guys. Quicksilver is spent." He muttered, loading another arrow box into his Stark-Tech bow.

"Dammit. He was one of our big guns in this fight." Widow muttered.

"Hank and Wasp?" Wanda asked as she tried to stand, stumbled, and fell.

"Giant-Man's too big a target in this storm and Wasp's brain sting trick didn't work."

Natasha tried to stand before her leg buckled.

"Gah!"

"Nat!" Clint shouted catching her.

Black Widow looked down at her leg to see a shard of metal imbedded in her calf.

"Fuck!" she screamed.

Clint pulled off one of her gloves and gave it back to her.

"Bite on this."

Widow glared down at the piece of metal before snatching the glove.

"Just rip it out quick, eh?"

The redhead bit down on the leather glove before Clint grabbed the metal shard and ripped it out of the leg, spraying blood onto the white ground.

"GRUH!"

"You've had worse Nat. How long 'til you can walk?"

Widow cringed at the pain, using the glove to tie the wound closed. "n hour at the least. I'm out comrade."

"This day just gets better and better." Clint muttered before standing up. He began walking towards the sight of the battle, arrow notched.

"Hawkeye! You're going after him with a fucking bow!" Wanda screamed.

"Yeah? Tell me something I don't know. But we got no backup, half the team's down and I need you here to keep the lightning off of everyone else. One way or another this ends tonight."

Hawkeye began to jog through the snow as he made his way towards the battle.

"He'll get himself killed!"

"Please…" Widow muttered as Wanda helped her into a sitting position. "…you get between Hawkeye and his family…you are going to regret it."

* * *

Thor hovered in the air as lighting slammed into the Excalibur super team. The arcs of electricity coursed over the team's members, keeping them pinned to the ground

"Thor!" Cap screamed, only to be ignored by the furious deity commanding the storm.

Iron Man trudged forward, armor wrenched and broken and fell to a knee not far from his team leader. Cap sprinted to his side, helping him up.

"Tony! I need you to fly up there and take him out!"

"Cap…my suit below a quarter of power and my rocket boots are toast… for shit's sake my targeting array is dead too…"

"I'll take it from here Stark!" Hawkeye called out.

The two Ultimates turned to see Hawkeye perched on a ledge, bow notched an aimed at Thor.

The man took a deep breath, steadying his heartbeat and locking his eyes on the man in the sky.

"Two size changing super-heroes, a pair of ex-mutant terrorists, a living legend, playboy billionaire in a six-billion dollar suit and a super-spy…and I got a bow and arrow. None of this makes any sense."

Hawkeye took one last breath and held it.

The arrow was notched and then it wasn't.

The arrow flew, right through the air and right towards the target.

* * *

Thor lifted his Mjolnir high into the air.

"THIS ENDS NOW!"

**KABOOM!**

* * *

"Grah!"

Thor wailed in pain as he clutched his now bleeding and smoking left eye. Hawkeye's arrow had hit its mark and exploded.

The God of Thunder fell from the sky, crashing into the snow.

The lightning lost its intensity, leaving the Excalibur team to moan in pain.

"Thor's grounded! Ultimates! Take him down!" Captain America screamed.

The first avenger charged forward, followed by Iron Man and a sprinting Hawkeye.

Thor spit out blood and gripped his eye. The damage would heal, that much he knew. He gripped Mjolnir by the handle and lifted it.

"Why do you do this…Amora? Why must you destroy everything that I love?"

Lightning flashed. Thor turned his head to see the last trio of Ultimates staring him down from across the tundra.

Thor lifted his hammer and pointed it at the group. He said nothing. He just stared at them.

Iron Man raised his right arm, readying his repulsor. The arm-mounted canon glowed an intense azure blue.

Hawkeye aimed his bow while Cap leveled his shield.

"It's over Thor!" Hawkeye screamed.

"You're done!"

"No." He responded.

An arc of lightning ripped through the air striking Hawkeye across the side.

"ARGH!"

"Clint!" Cap screamed.

Iron Man fired off his repulsor only for it to be halved by the axe-end of Mjolnir.

Thor swung his weapon while Iron Man threw a haymaker.

Cap leapt out of their paths, diving into the snow.

Metal arm met enchanted hammer, the blow was deafening.

* * *

**KAKLANG!**

A shockwave of power exploded from the blow as metal shards exploded outward.

"GIAAHH!"

"TONY!" Cap screamed as he saw the billionaire's arm split. Bone pierced the flesh as his arm shattered under the blow.

"ARGH!" He screamed falling to a knee, a powerful blow by Mjolnir sent him hurtling back. He crash landed in the snow not ten feet from Captain America.

"Stark!" Clint screamed as he scrambled for his bow. He grabbed the black gripped handle and pulled it out of the snow. A look of mortification formed on his face as he looked at the destroyed weapon. The bow was burnt and partially melted while also being split in two.

"CAP! RUN!"

Steve Rogers glared across the tundra at the hammer wielding post-human.

"Is this what you wanted Amora? IS THIS WHAT YOU WANTED?!" he screamed.

Lightning flashed and thunder roared. Rain crashed ground with the force of hail, pelting the land like a horde of bees. The living legend raised his shield while Thor gripped his hammer with both hands.

"I'VE DONE WHAT YOU WANTED! I HAVE BETRAYED MY FRIENDS! WOUNDED MY ALLIES! MY FRIENDS! FOR THIS ENCGHATRESS…I SWEAR TO YOU, BY ODIN'S BLOOD, I WILL KILL YOU!"

"Thor this stops now." Captain America stated.

"Captain…please…"

"You're done!" Cap roared dashing forward. He hurled his shield at the Thor who swatted it aside.

Cap punched the man across the jaw before he locked the arm in place.

"Forgive me Rogers!" He roared.

Thor lifted the captian ovr his shoulder and elbowed him the gut.

"OOF!"

Thor delivered a brutal sidekick to the man's stomach sending him skidding across the snow.

Cap removed his busted helmet/mask, tossing it aside. He grabbed his shield from off the ground and glared up at the god.

Thor's hammer sparked with lightning, warning the captain to raise his shield.

Instead of calling a bolt of lightning upon the captain, Thor brought the bolt down to his hammer before smashing it into the ground.

The snow erupted in a burst of energy, sweeping the avenger off his feet and onto his back.

Thor stomped towards the captain until he felt a heavy weight grab onto the belt at his waist. He looked down to see the near totaled form of Iron Man grabbing at him.

"T-t-thor…please…"

The god grabbed the armored hero by his collar and lifted him into the air.

"Thor…don't do it!" Cap screamed.

"Thor…don't…" Clint whispered as he gripped his side. His eyes darted across the snow-covered ground for anything, a rock, an arrowhead, anything he could use as a projectile.

Thor glared through the destroyed helmet, locking eyes with the man inside the armor.

"Thor!" Cap screamed drawing his attention.

"Please! Please…stop!"

Thor gripped Mjolnir and looked around him.

As he did so, the rage began to die.

The valley was on fire.

Trees burned, snow was little more than white powder scattered around while massive craters dotted the land. He looked around at the damage in the valley.

His eyes swept over snow-covered battleground and finally towards the mountain ridge where his compatriots were. What he saw made his heart ache.

He saw his group standing on the ridge, surrounded by military trucks and SHIELD soldiers. But that wasn't what made his heart weep. It was the look in their eyes. When before it had been admiration, hope and joy; but now in its place was fear.

They had scene what he could do. How far he was willing to go. And it frightened them. It frightened his friends. And it frightened Jane. The closest person he knew on Midgard. The person who might be more than what she seemed. She was afraid.

Thor turned back to look at the people he had once called 'allies' to see they held the same look. He had seen the desperation to stop him. But it was not out of fear for their own lives, but for the lives of the billions on the planet that they feared he might take. And seeing the damage he had done in his rage, he couldn't blame them.

Thor felt his grip slaking, the metal handle slipping from his hand. He was vaguely aware of the small 'crunch' sound made when Mjolnir hit the snow.

The sky still cried, rain still poured and thunder still boomed.

"Captain…" the demoralized man said.

Captain America picked himself off the ground and limped to a standing position. He saw Tony slumped against the ground, cradling his broken arm while watching the two stand straight across from each other.

"I surrender."

Several laser red dots appeared on Thor's body, painting every major artery on his body in a crimson hue.

A small platoon of heavy armor SHIELD soldiers, newly arrived, pointed the cannons and high-calibur weapons at the god.

"Give the word Captain Rogers and will ventilate this creep!" One shouted out.

The blonde haired man looked Thor in the eye as the latter merely looked at the ground. Steve had seen many things in his brief, yet long, life. One thing that always pained him was seeing a man with a broken will, and that was what he saw in those eyes.

He raised his hand to placate the soldiers surrounding them, the troops responded by lowering their weapons.

"He's done. It's over."

* * *

**12 Hours Later, Triskelion, Fury's Office**

Nick Fury sat in his chair hands folded in front of hi on his desk as he mentally reviewed the battle that had been 'won' less than a day ago. The ferocity of that battle and how it had continued to go back and forth was astounding. Unreal. And it reminded Fury on why he had created the Ultimates in the first place.

Across from the one-eyed director sat Captain America, without his shield or his uniform, simply wearing a white shirt and cargos. Hawkeye was in a similar attire but with the addition of a camo jacket.

Both men sported several bandages but looked otherwise no worse for wear.

"How are the others?" Steve asked.

Fury sighed before pulling out the medical reports and handing them to the captain.

"We were lucky. Most were basic combat injuries such as concussions, cuts, bruises, the occasional broken bone…but no casualties or seriously debilitating wounds. The worst of them went to Brian and Tony, both of whom will make full recovery, Tony probably faster."

"How so?" Steve asked looking up from the medical reports.

"The nanite fleet he uses to control his Iron Man tech. Gives him a low level healing factor that he can augment. He upgraded it about a month after the Chitauri incident."

"How's he doing emotionally? We all knew he was pretty tight with Thor before the whole smashing cops and encouraging riots acts started up." Clint added.

"Honestly, he's taking it well. Out of all of us he'll probably be one of the first to visit Thor in the brig to try and clear the air. He might even convince him to actually get help."

"So…what else is bothering you?" Clint asked.

Steve looked between the two men. Fury sighed and pulled out a digital tablet and turned it on. After a brief moment of entering some commands he passed it to the Captain.

"Is this…?"

"The Middle-East. We got trouble brewing."

* * *

**Sub-basement, Prison Area**

Thor sat in the middle of an empty cross like cell made from specialized nano-glass built to contain beings like the Hulk. Fitting as this was the exact cell that had once been homed to Bruce Banner.

"A little bland I have to admit." A seductive feminine voice drawled out.

Amy Encante strode into the room with a sway in her step, the aura around her exuded seduction and confidence. The way she moved, talked and acted were a complete 180 compared to the more reserved and quiet scientist the Ultimates had met just the previous night.

The woman walked towards the cell and strode around it. Examining the prison like an architect would examine his most prized piece of art.

"Drab. Just plain drab. After centuries of advancement in the primitive's way of life and their art had not improved at all. I've seen the Mona Lisa. It's just…ugh. So boring. Even Sif looks better than her."

"How'd you get in here?" Thor questioned, not bothering to look up. His body had been stripped of his armor and replaced with white scrubs and a straight jacket lined with metallic locks and coils.

"Y'know…even all bloody and bruised you are still quite fetching Odinson…" Amy purred as she pressed herself up against the glass.

"You didn't answer my question Amora. I demand an answer Enchantress. I requested that I have no visitors."

"You really think that I had to seek permission? Or use a door? I can move anywhere in this filthy pig-sty of a realm. I can bend the fabric of this world to my whims with my arcane arts. You're magic is no match for mine Odinson. I have no equal."

"Why have you come here? Why do you insist on destroying the world my father, your king, once protected?"

"Odin is not my king. I have no ruler, no master to answer to."

"You once answered to Loki." Thor said darkly.

Amora smirked at that remarked, not startled or unnerved in the slightest.

"I once did…but now I am the stronger. The trickster has not been seen in years. He has not returned to Asgard, nor will he ever be welcomed there."

Thor looked own at the ground again. The subtle look of pain sent a surge of satisfaction through the blonde witch. She loved to see the God of Thunder wallow in the suffering she caused.

"Where is my armor? My hammer?" he asked. "How did you explain the enchantment on Mjolnir?"

"Oh I simply suggested that we take the equipment and dismantle it. As for the hammer…well, I struck up a little white lie. I told them that you're suit had ionized it to the point were it had created its own gravimetric field to keep itself grounded. It's right where you left it. No one can lift it. And no one ever will."

"And how did you explain me? How did you tell them that I haven't lost my strength? My power?"

"The suit had been attached to you for so long that the energy it channeled permeated your body and enhanced your physiology to post-human levels. It's amazing what these mortal scientists will fall for. Especially when you look like this."

Amora struck a seductive pose that emphasized her buxom chest and well endowed rear.

"A simple wink and a flash of skin is all it took to have them like puddy in my hands. They are so weak. Even weaker than the foolish men on Asgard."

"My father will stop you Amora. Your scheme will not succe—"

"You don't even know my scheme! You have no idea what it is that I am planning!" Amora sneered out with a near ecstatic grin.

"It's beyond anything you could even imagine! And as for the All-Father…he won't lift a finger to help Midgard. He didn't even bat his eyebrow at what befell you, did he?"

Thor snarled in response.

"See? If anyone is carrying out Odin's will it's me. You should help me Thor."

The Enchantress moved closer to the bound god. Lowering herself so that she was right in front of Thor's face. The God of Thunder didn't bother to question how she had moved from the outside of the cell to the inside as fast as she did.

"Join me Thor. We can rule this planet as we were meant to! It can all be ours!"

Thor eyes still held the same broken spirit they had when he surrendered to the Ultimates. The same look of defeat. He could easily break free of his bonds, and within hours, be free of the Triskelion. It would only take a single thought to beckon his hammer to him. A mere whisper of a thought. It was almost like an instinct to him, honed after years of combat, years of war.

"The answer is no Amora. I will not be a willing accomplice in your games. You have taken everything from me. My friends. My allies. Even my will to fight. You even took the life of poor Bruce Banner. But even so, I will not join you in your lust for power."

The Enchantress sighed before standing up.

"Even when I'm being honest…you still spurn my affections. The brute's death was a necessity. He was not a creature I could control. Either through my wiles nor through my machinations. That beast could not be tamed. Besides, I have enough muscle on my side already."

"Ha. Skurge the Executioner. If you believe he is all you will need to defeat the Ultimates you are sadly mistaken."

"Oh I am no fool. I know of their powers. And I am prepared. I will tear this realm apart until everything you love is ash. And once I ear the screams of despair echo from your lungs, I will give you an all to merciful death!"

Thor had had enough.

"Guard! Guard! There's an intruder in my cell!"

* * *

**Prison Control Room**

The guard in charge of Thor's cell heard the man's shouting and flipped a switch.

"What is it?"

"**There's an intruder in my cell!"**

The guard quickly looked towards the monitors and cycled through the multiple angles of the cell. Each one came up negative, even the heat sensors.

The man sighed in irritation before leaning back in his seat. He hit the com button before speaking.

"There's no one there." He said turning off the speaker. "Freakin' nut job."

* * *

**Thor's Cell**

"Aww…does the big mean guard not believe you?" Amora teased as her body began to glow and shimmer.

"Maybe they're right about you…maybe this is all in your head."

The form of the evil beauty blurred out of existence leaving behind the lone occupant of the cell.

* * *

**Another chapter done. And one step closer to the next chapter.**

**Next Time: Wolf Among Sheep!**


	5. Chapter 5: Wolf Among Sheep

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners.**

**Chapter 5**

**Wolf Among Sheep**

* * *

**Middle East Nuclear Facility, 1 Months Later**

"Cap to base. All ground-to-air defenses have been neutralized. Several surprises they had in store for us have also been 86ed."

Captain America sat at a terminal inside a trashed room. The floor was littered with scattered documents, hard-drives, guns and soldiers. The captain was currently hacking into the base's mainframe with a virus courtesy of SHIELD. The data flashed before the hero's eyes and displayed schematics, weapon systems, and the base's outline and patrol patterns.

"A lot of this is just as Intel said. They did have some EMP bombs and auto-mines set up but they've been disabled. Have the Techs sweep them up afterwards. No need for civilians to get hurt scavenging them."

"**Roger Cap. Any problems from the locals?" **Fury asked.

"Security spotted me 20 seconds ago. It'll take them a whole minute to react, cock their weapons and charge in here."

As he spoke, a squadron of armed soldiers burst into the room with assault rifles aimed at the super-soldier's back.

"FIRE!" They screamed in their native tongue.

Before a bullet could be fired, Cap muttered a single phrase.

"Quicksilver, I'm done here."

**BABABABABAAA!**

* * *

**ZWWWWOOOO!**

Bullets tore apart the control console as a gust whipped through the wind, sending papers flying.

* * *

**Outside Base, 1 Mile**

A massive stream of dirt was thrown through the air as a force of super-human speed ripped across the desert ground. Each footstep shattered the ground; each footfall had the kinetic energy of a bomb.

Quicksilver skidded to a stop, kicking of a small dust cloud at the abrupt halt.

"What are you doing?" Cap asked in irritation as he was sent tumbling onto the dirt. "We were suppose to be three miles from the base, you barely got us over one!"

"You're too damn heavy! You're like three hundred pounds of muscle! One mile is the best I can do!"

"**Don't sweat it Pietro. Satellites have you in the clear. Kick back and watch the show." **Fury ordered over the com-line.

* * *

**Base Grounds**

The soldiers watched in both awe and fear as they saw a full squadron of fighter jets shoot across the sky. Each jet was fully equipped with machine guns and a half dozens long range bombardment type missiles.

Said weapons dropped from underneath the plane's wings and ignited their engine, rocketing forth towards the base.

The soldiers ran for cover as the missiles struck home, igniting the air in a flash of intense heat that incinerated anything in their radius.

"**First strike is good! All units clear the field! Make way for the Giant-Men!"**

* * *

The ground trembled like an earthquake as the massive footsteps echoed across the desert landscape. Soldiers braced themselves as the ground cracked and trembled under the weight of the seven 60-foot tall humans that stopped across their base, tearing open their barracks and hangars like they were removing weeds in a field.

Soldiers fired their weapons in a vain attempt to stop the massive titans from tearing through their base. The soldiers screamed out curses and cries of panic in their foreign languages. Without their anti-air defenses, the Giant-Men roamed free across the base, their only obstacles were the small patrol of tanks rolling towards them.

"Kill them! Do not let them take the silos! Shoot! SHOOT!"

Hank Pym, aka the first Giant-Man watched as the tanks rolled towards them in an organized line. The cannons spun around to face the goliaths.

"Fury we got tanks!"

"**Easy Pym, the EU is already on it."**

* * *

True enough, high in the sky, a small flock of superheroes flew down towards the base. In the lead was Iron Man flanked by the remaining members of the EU's Excalibur team. Captain's Britain, Spain, Italy, France and Germany flew in behind him and saw the squadron of tanks.

"All right boys, new game plan! Hit the tanks and then head for the silos! Do not give them a chance to fight back!" Iron Man roared over the sounds of tanks firing up at them.

The six flyers zipped through the air as bombs detonated behind them. The five EU heroes smashed into the tanks like mortar shells, tearing the vehicles apart from the inside while Iron Man obliterated the remaining artillery with several quick shots of repulsor blasts.

The Giant-Men continued to tear apart the base's warehouses, crushing any vehicles and unmanned tanks that they saw.

"Pym to team, all warehouses cleared. We might want to get those missile silos now."

"**Stick to the plan Pym. You and your boys stay put and clear the base. Tony, take the Excalibur team and meet up with the Ultimate reserves." **Fury said.

Hank looked back towards the sky to see a swarm of small figures flying towards the base. The flock consisted of over forty super-powered SHIELD soldiers outfitted in a form fitting blue and white bodysuit while at least two-dozen Rocketmen hovered above. The gold and red robots surveyed the area while occasionally popping off several bursts of repulsor fire, via their arm cannons, to suppress what remained of the base's ground forces.

* * *

The human super-soldiers flew towards the missile silos aiming straight for the nuclear arsenal. The men landed on the tops of the silo doors, four to each silo. They gripped the doors by the sides and wrenched them open.

"This is Blue team! Silo one is open! Removing warhead now!" The leader shouted before he and two more dived into the silo to lift the missile. They gripped the warhead by its head, the base, and its middle before lifting off into the air, hoisting the massive WMD into the air where the Scarlet Witch floated.

Wanda watched as the super-soldiers and the EU captains hoisted the warheads into the air.

The girl was breathing heavily, eyes darting across her allies and the weapons they carried. Iron Man flew towards her and hovered around her as he watched the missiles slowly approach them.

"Alright Wanda, once we give the signal, you fry the missiles and that's thirty less nuclear warheads in dangerous hands."

Tony smiled under his helmet as he saw SHIELD's new super-soldiers arriving with the warheads. Tony glanced at Wanda once and then again when he saw the look of distress.

"Wanda?"

"I can't do this." She muttered.

"What?"

"I'm freaking out! What if I mess up? What if I blow them up?! I can't! I just ca—"

"Wanda! You can do this!" Tony shouted and grabbed the girl by the shoulders. "You can do this! You're the Scarlet Witch! Magneto's Daughter! Show these guys you don't make mistakes!"

Wanda looked around at the floating warheads and tried to breathe.

Tony sighed. "Fine. I call Pietro and have him come find you. We'll take care of the missiles."

Iron Man flew off towards the warhead carried by the Excalibur team and reached its center. Captain Britain saw him land on the weapon's body and start to cut through the metal with a gauntlet released blowtorch.

"Tony? What are you doing? Wanda was supposed t—"

"She's freaking out, let her be. We got to do this manually."

"EVERYONE!" Wanda screamed drawing all eyes on her.

The girl's body glowed dark crimson as arcs of energy circled her. She looked at the shocked group of super-humans before speaking again in a near growl.

"Get. Clear."

"Everyone! Missiles up and clear the air!" Iron Man shouted before hoisting the warhead up and hurling into the sky. The others quickly followed his example and tossed the missiles sky high.

Wanda eyes flashed red once again and unleashed a wave of crimson energy that coursed over the nukes like electricity. The warheads sparked and smoked before pieces of metal blew off their bodies sending them crashing into the desert floor.

Wanda took another deep breath and looked over her handiwork. "Scarlet Witch to command…job done."

"**Well done sister." **Pietro congratulated over the com.

Wanda smiled and slowly descended to the ground.

* * *

**Outside the Base**

Captain America watched as the massive WMDs plummeted from the sky and crashed to the desert.

"Well done sister." Pietro commented as with a smile as he watched his sibling's handiwork.

Cap cracked a small smile before looking up in the sky. The smile fell into a frown as he saw ten fast moving objects approaching the base. He strained his eyes but could barely make out the objects.

"Cap to command, did we authorize another bombing run?"

"**Negative Captain. All air support has already moved back to base. Why?"**

"We have a problem, enemy faster movers! Tony get airborne and take them out!"

* * *

"Cap what fast movers?"

"**The ones flying towards the base genius! Now get airborne and down them!"**

"Jarvis check the radar for any enemy aircraft."

"**Scan results: Negative. No enemy aircraft detected."**

"Cap, you need to get those baby-blues checked buddy. Radar has nothing."

"Incoming!" Britain roared.

The super-soldiers looked up to see five sleek black jets rip through the sky, unleashing a hail of bullets and short-range missiles. Iron Man threw up his arm and unleashed a thick shield of energy that engulfed himself and everyone around him in a 500-meter radius, effectively shielding all inside.

"Damn!" Stark shouted as his the shield trembled under the force of fire. The jets were more akin to drones and didn't cease their assault.

"I can't move and sustain the shield! We're stuck in here!"

"I might be able to screw with them." Wanda said as her eyes glowed red again.

"**Sit tight team. Back up is en route."**

"We have back up?" Captain France asked.

"**Codename: Falcon, War Machine. You are clear to engage." **Fury said.

"Did he say…Rhodey?!" Tony exclaimed looking up at the drones.

Two smaller figure shot through the sky, darting towards the black drones. One was a humanoid robot with a six-barreled rocket launcher mounted on his right side while a mounted laser turret rested on his left shoulder (War Machine Initiative Armor).

The second figure was a man in a dark grey and red combat fatigue jumpsuit with body armor situated on his torso and knees. On his back was a red and black rocket pack with two metallic wings shooting out from the sides.

"Colonel Rhodes I've got the two on the left. Engaging now!" The operative known as Falcon soared forward as two automatic pistols ejected from his belt and landed in his hands. The jets on his back burst to life with a flash of heat, propelling him towards the automatic killing machines.

The drone's failed to notice the interloper until a hail of bullet tore through the machine's wings, reducing them to splinters. The machine whirred in distress as it plummeted to ground level, its remains engulfed in a small explosion.

The second drone, having time to react, shot forward, circling the area until the Falcon was in its sights. The drone's targeting array locked onto the soldier, unleashing a hail of bullets that almost shredded the man if he had not dived downwards.

"Uh…Colonel…I might need a little help."

* * *

War Machine rocketed through the air blasting apart the first drone with a burst of repulsor fire from his gauntlets. His Gatling gun unleashed a hail of laser fire that peppered the armor off the drones, reducing them to burning splinters floating in the air.

"Kinda busy Sam." James 'Rhodey' Rhodes said as he ducked under a missile and blasted it with a repulsor blast. He dived down, tapping a small pod on his hip. The device opened up to release several tiny spheres of metal.

Two drones soared toward him, guns roaring. Once the machines entered the nearly invisible cloud of pellets, they exploded. A cloud of smoke and fire occupied the space where the drones had been as the explosives had done their job.

"Bring him around for me and dive on my command!" Rhodes shouted over the gunfire.

* * *

"Roger!" Sam exclaimed as two small turrets opened up on his suit to reveal to mounted sets of rockets. The goggles he wore locked their sight on the two drones trailing the mechanical hero and flashed red.

"Anytime now!"

"Dive! Dive! Dive!" War machine shouted as his shoulder turret roared to life. Flashed of blue light sailed past the aviator as he dived down, firing off two rockets at each drone.

The machines exploded at the projectiles struck home, incinerating the drones in midair.

War Machine landed on the ground near the force filed shielded heroes. He walked toward them as the glowing blue shield receded. Falcon flew down towards the ground, stopping just above before his thrusters cut out and allowed him to drop to the ground. His wings retracted into his suit allowing him to walk.

* * *

Iron Man walked past the group of heroes and straight towards the black armored man. The taller man saw the red and grey hero and moved towards him as well.

"Rhodey!"

"Hey Tony!" War Machine responded as he received a hug from his longtime friend. Falcon walked past them, pocketing his machine guns in the leg holsters he wore.

"What's up buddy?" Tony asked as he popped the facemask of his visor open.

"Saving your dumb asses apparently. How many times do I have to tell you, stop relying on radar all the damned time. Trust your eyes once in a while."

"Yeah, I'll put in a memo." Tony replied with sarcasm.

"One of these days I'm not gonna be there to bail you out. Remember that pal."

"I'll take it under advisement. Fury didn't tell me you were in on this."

"Guess he left that out of the briefing." Rhodey said with a hint of suspicion.

"I guess so." Tony responded.

A gust of wind zipped past the group, blowing a small trail of dust into the air. Quicksilver dropped Captain America onto the ground as he leaned over, panting.

"Cap…you…are too….heavy…" Pietro moaned in between pants of air.

"Hey Cap." Falcon said as he shook hands with the American super-soldier. "Good to see you Sam. How was the flight?"

"Explosive." Sam said with a smile.

"You two know each other?" Wanda asked as she helped her brother steady himself. The two soldiers turned to the group while Cap responded.

"Met Sam when I was on a run. Met him again in SHIELD's R&amp;D division."

"Sam Wilson." Falcon said as he introduced himself. "Former 85th Para-rescue and SHIELD R&amp;D field tester. Nice to see you guys up close and personal."

"Thanks for the save." Captain Britain said as he extended a hand. Sam shook it before looking over at the two mech-armored heroes.

"They know each other?" Brian asked gesturing to the two Iron Men.

"Didn't Tony mention friend of his named Rhodey?" Wanda asked.

"Let me introduce you guys!" Tony said bringing Rhodey over to the group.

"Sup." War Machine said with a wave. Tony gestured to the man and his suit.

"I'd like you all to meet my best friend and personal pilot of the War Machine armor, invented by yours truly, Air Force Captain James Rhodes. Or as I like to call him, Rhodey."

"Thanks for the introduction." He said.

"Why don't you take off the helmet." Pietro asked.

"Uh…"

"Simple, take if off." Tony said tapping the side of the helmet. Nothing happened. The two suit-wearers looked at each other before Rhodey tapped the side of his helmet. Again, nothing happened.

"Helmet jammed?"

"Helmet is jammed." Rhodey repeated.

"That's happening a lot lately." Iron Man muttered as he closed his own visor.

"**Fury to team, redirect all troops for EVAC of civilians. The quicker these people are safe, the better."**

"We're in route Fury. Cap out. Alright team, move towards the village."

Iron Man pulled Rhodey to the side away from the team as they moved to the incoming transports.

"You doing okay?" Tony asked. Rhodey rubbed the back of his armored neck in clear agitation. He turned to look at Tony who popped his faceplate. "The implants are they…?"

"They're fine…I guess. The suit's a little tight though."

"Rhodey I promise I'll fix this. I just nee d a little more time and you—"

"Tony I'm fine. Help Jarvis. The implants are fine and I'm doing fine. The suit's still working and I'm still kicking. Focus on the important stuff."

"What you're not important?"

"I'm last in line right now. I'll call if something's wrong man. But thanks for worrying."

"Not much else I can do here." Tony said with a smile as he gestured to the destroyed base.

"Says the playboy billionaire who makes things go boom."

* * *

**SHIELD Command Hub, Triskelion**

Nick Fury smiled as he saw the nukes lying harmlessly on the ground. The massive warheads lay inert and silent as the super-soldiers began to take them apart piece by piece.

"Sir."

Fury turned to see Maria Hill approaching him with a holographic clip board. She typed in several commands before looking up at him.

"Report Hill."

"Captain Rogers has evacuated about 90% of the villages situated around the target sight but the remaining 10% is trouble."

"Are they armed?"

"No, just resisting. They're not entirely thrilled about being kicked off their land."

"I bet they'd like radiation poisoning less. Have the Captain clear them out. If possible with no aggression. In the meantime I've got a meeting with the World Security council regarding the new Super-Soldiers we managed to churn out."

"Oh, you also have a report from Colson. He said they found the object but the energy field it's emitting is playing Yahtzee with their communication system. They'll need a few more days to lock it down."

"They'll get it done. I trust Colson's judgment." Fury said as he walked out.

Hill looked over her data sheet again and then back at the image of the fallen war heads. "Have the techs strip the missiles down for parts and confiscate the uranium. See what we can do with that and crosscheck with the foreign treaties we have established. Make sure removing the Uranium from country doesn't put us in any kind of violations."

"Yes ma'am." One of the techs responded as she left the room. She walked past two scientists who were locked in a heavy debate but quickly went quiet. Hill spared them a small glance and turned around continuing her walk, a small frown on her face.

She tapped the earpiece she wore and waited for a response.

"**Tech Ops."**

"It's Hill. Tell the Vault that I'm going down to cell 42. Makes sure Carol knows."

* * *

**Lower Manhattan, Apartment 542, 2 Weeks Ago**

Rick Jones opened the door to his apartment and stumbled inside, almost falling over. He caught himself on his table and struggled to stand. Failed and slumped to the ground.

His vision swam and his breathing was labored. The bottle of whiskey was almost empty. It slipped from his hand and clattered to the ground. What little bit of alcohol left in the bottle pooled onto the floor.

The man was disheveled and had grown a short beard that covered most of his jaw. His clothes were wrinkled and dirty and his apartment looked filthy and unclean. Mail had piled up near the front door, indicating it had been there for weeks.

"Feeling down Mr. Jones?" A distorted voice said.

Even in his drunken haze Jones knew it wasn't natural. He scampered off the ground and towards the a cabinet drawer. He wrenched it opened and withdrew a loaded gun before aiming it at the occupied armchair.

The man's arm shook as the figure flicked on the lamp's light, illuminating the face of a man wearing a thick white skull mask. The man had a thick build and a single mechanical hand.

"W-who…?" Rick slurred as his vision was still blurred.

"Let's just say my employers sympathize with your plight."

"M-My p-p-plight? W-what are y—"

"Dr. Banner's death. We feel for you. Losing your friend. That's painful. Especially when you helped cause it. He became the Hulk because he saved you. And now you get to live while he died a monster."

"S-shut up!" Rick roared.

**BANG!**

The man dashed out of the chair as the bullet tore through the couch he swatted the scientist across the room and into the side of the table, shattering it.

"Don't be stupid Jones. I'm not some wimpy mugger or a wannabe terrorist. I'm the real thing. And I can help you."

"W-with what?" Rick muttered out as he trued and failed to stand, instead slumping onto the floor.

"Taking down SHIELD."

* * *

**Triskelion, Lower Prison Level, Three Days Later**

Tony Stark sat across from the self-proclaimed God of Thunder as they stared each other down. Neither said a word for the longest time until Tony decided to break the silence.

"So we're not talking now? The silent treatment is a little childish don't you think?"

"Why should I speak when my words are written off as mere noises to be ignored."

"We aren't ignoring what you say. It's just that what you have been saying is crazy."

"I use to think you were one of the smart ones Tony."

"Oh please stop treating me like I'm the bad guy here. We had to stop you! You were out on the streets chanting that people should overthrow their governments! You attacked world leaders! These delusions of yours were putting everyone in danger. And you know it."

"I am Thor. God of Thunder, Son of Odin and enemy to the wretched witch Amora, The Enchantress."

"Jesus Christ." Tony muttered running a hand through his hair.

"Fuck this man, I'm trying to help you, I really am."

"I thought you were suppose to help the world. Isn't that why you stopped making weapons of war?"

"Don't." Tony said, warning the man not to tread any further.

"I guess you were lying then. Because as I've heard, you launched an attack on a third world country. Not vey heroic, is it."

"They were a country with nuclear weapons pointed at their neighbors."

"I think you'll find that the only country in mankind's history who've used a nuclear weapon is the one you swore an oath of allegiance to."

"We're done here. Guard, open the door please." Tony said getting up from his seat.

"**Understood Mr. Stark."**

"Be careful Tony. The forces of evil are turning on you, fangs bared. Are you sure you can stop it?"

"Next time I visit I'm bringing a psychiatrist." He muttered.

"I wonder if you've found anything on Amy Encante." Thor said as the doors sealed themselves shut, leaving him alone in his cell.

* * *

The solitude didn't last long.

"Some friends, huh?" a young man said.

Thor turned to look at a teen of around 16 wearing a green jacket, black shirt and jeans. His jet black hair was set in a loose fringe.

"They have been fooled Loki. I cannot blame them for these events."

"But you can for the intense beating they dished out on you right? They will die if Amora's plan succeeds. You know that right?"

"They will prevail." Thor responded.

"Right. Because of all the super-soldiers they have. Because of the Ultimates. Because they're still so unstoppable." He replied sarcastically.

"They are strong." Thor argued.

"So were you. And now look at you."

Thor didn't respond and instead looked towards the front of his cell, staring at the faint reflection of himself.

"Listen…Thor I didn't come here to throw this in your face. I can get you out of here ya know. Give me the word and I'll bust you out. Send you back to Asgard, Mjolnir and all."

"If you return me to Asgard…will father allow me to return to Earth?"

Loki looked down at his older brother with a frown. "No. Midgard has been declared off-limits to all Asgardians, he won't let you interfere with the realm of man. Now come on."

The God of Mischief walked in front of the cell and placed his hand against it. "I can take you home brother."

"Will you return with me?" Thor asked.

A look of shock appeared on Loki's face before he turned his head, refusing to meet his brother's gaze.

"No. I won't."

"And why not? You are my brother. My family. Why do you reject me? Our father?"

"Your father." Loki snapped back. "You do know what I really am."

"You think that makes you any less my brother? We were raised together, played together…does that mean nothing to you?" Thor asked, a pleading look in his eyes.

"Don't." Loki said turning away from his brother. "Do not try and convince me that I'm just misunderstood or that I need my brother's love to help me!"

"You are my brother!"

"I'm a monster!"

"You belong in Asagard!"

"I belong here! On Earth! To live out my life as a mortal! To pay for all the sins of Ragnarok."

"Loki…what happened then…"

"Killed everyone! I can't remember all of it, but I know enough! I was a monster! If I go back to Asgard that is who I will become! My brother, the only person who ever loved me…I fed you to a snake while Asgard burned! That is who I am if I go back!"

"Loki…"

"I will ask you. One more time. Do you want me…to return you to Asgard?"

Thor looked up at his younger brother. The man who had thrown him to the Midgard serpent, and laughed while he died killing it. Thor sighed reluctantly before giving his answer.

"No. I will remain here on Earth."

Loki turned away from his brother and walked away, his body fading into a green light.

"Then there is nothing I can do for you." He said before vanishing.

"Goodbye." Thor said as several guards walked in carrying a tray of food.

"Goodbye? We just got here."

* * *

**Labs, Upper Levels**

Betty Ross walked through the solid steel doors that separated the Research &amp; Development aspect of SHIELD's scientific division. Betty walked into the room looking for one scientist in particular.

She found her scientist in the form of Jennifer Walters. The brown haired scientist was to busy being engrossed in her work that she failed to realize Betty walking up behind her. She looked at some of the equipment lying around and saw a microscope with a slide underneath it.

Moving quietly, she looked into the microscope and saw to her shock and horror, green blood. The cells were multiplying and restructuring themselves, exactly like Bruce's cells. Exactly like the Hulk's.

"Fascinating." Jennifer muttered as she leaned back from her work.

Betty saw a tube of green ooze –like substance inside it. "You monster." She muttered.

"Huh?" Jen said as she turned around to see Betty staring at the vile.

"Betty! NO!" Walters screamed as Betty grabbed the vile and tried to smash it.

Walters tackled her to the ground, dropping the vile onto the ground. The two women grappled with each other with Walters silently thanking whatever god was listening that the lab was virtually empty at this point.

"OFF!" Betty screamed, elbowing Walters in the nose, breaking it.

"Gah!" she screamed, falling back and gripping her nose.

Betty dashed towards the vile and lifted it off the ground, preparing to break it.

"DON'T!" Walters screamed, pointing a gun at her.

"How could you?! He was like a brother to you!" Betty screamed as tears threatened to fall from her eyes. "You went and made another Hulk serum! You're recreating the monster Bruce tried to destroy!"

"It's not like that!" Jennifer pleaded, not lowering the gun.

"This is a Hulk serum! I recognize the formula and the blood work! You were planning on giving it to Fury!"

"I was planning to use it against him!"

"What?" Betty asked, now thoroughly confused.

Jen lowered her gun and rested herself on a nearby table, using her sleeve to stop her bloody nose. "Blackmail. So I can leave."

"Leave?"

"I'm sick of this Betty. I'm sick of SHIELD…of the Ultimates…of the lies. All the questionable morals we break…they killed Bruce. The last member of my family was vaporized by SHIELD while the Ultimates never raised a finger. You think I'm still gonna work for them?"

"So what will you do?"

"Before SHIELD recruited me, I was almost a lawyer. I'm going to finish my studies. Fury doesn't like to lose assets so I chose to have a backup plan."

"And the Hulk serum is the best one?" Betty asked, failing to restrain her rage.

"It's not Bruce's serum. It's not the original. It gives you the Hulk…but none of the rage. The perfect Hulk. And if Fury doesn't want that in the wrong hands, he'll let me go."

"Is it done?" Betty asked.

"Almost. Betty…please…don't tell Fury."

"Why would I tell him anything, when he's the reason my boyfriend is dead."

* * *

**Stark Industries, Later**

Tony Stark walked out of the elevator and into his private pent-house. He strode forward, tossing off his suit's jacket and walked behind his countertop bar. He pressed the concealed switch and watched as the bar receded into the wall to reveal the passageway to his armory. He walked inside to be surrounded by the dozens of mechanized suits housed in protective cases.

"Planning to tinker again master Tony." Jarvis asked as he finished playing a game of solitaire. The English butler began to gather up the cards as his employer walked past him and sat in the terminal seat. Several video screens swiveled around to face the young man and flickered to life.

"You seem more troubled than usual master Tony."

"Talked to Thor."

"Oh. I take it that it didn't go well."

"No it did not. But something he said peeked my interest. Bring up everything you can on Amy Encante. If its classified decrypt with Code-Breaker FORGE. I want to know anything and everything. If there is a hair out of place, flag it."

The computer screens flashed as streams of data were decoded and deciphered. Every scrap of data to be found was displayed before the genius's eyes. Tony narrowed his eyes in suspicion.

Rumiko walked into the room seeing the massive hall of armors left her in awe every time. Her eyes drifted to Jarvis who stood by Tony. What caught her eye was the information displayed on the screens.

"Don't tell me you're planning to cheat on me with this bint." Rumiko said as she walked towards the young genius.

"Of course not darling. I'm just curious about the so-called fiancé of Thor."

"And? Anything to report?"

"Oh yes. She seems to be very gifted in almost everything she tries. But she didn't exist before three months ago. The exact same time all this info on her came up. She's not who she says she is."

"How was it the EU didn't know about this?" Rumiko asked as she looked more closely at the data.

"That's the million dollar question isn't it."

* * *

**Barton Household, Evening**

"Nicole asleep yet?" Natasha asked as she took a sip of water.

"Thankfully yes." Laura said as she sat down on the couch.

Clint checked the coffee he was making and seemed satisfied by the results. "You probably want to take a cat nap now Laura. Nicole will be up in a few hours so you'll need the rest."

"Nicole cries too much!" Barney shouted as he helped his dad with the coffee.

"Hey, be nice to your sister Barney." Natasha chastised.

"Haha!" Francis teased.

"Ease up there kiddo. I can't have you beat my record." Clint said as he watched his son hit the bull's eye with a dart from across the room.

"No way!" Francis declared before launching another dart at the dartboards, hitting another bull's eye. Natasha saw the look of agitation on her best friend's face and decided to intervene.

"Hey Francis."

"Hmm?"

"Come here. I got something to show you."

Francis put down the dart and walked towards his godmother, hoisting himself up onto the stool.

"Let me show ya a trick. Nat said with a sly smile.

"Seriously Laura get some sleep. We got this covered." Clint said as he finished pouring a few cups of coffee.

"What's with the coffee? You know that'll just keep you up."

"Its not for me. It's for the security guys. I know we always use to enjoy a nice cup of it during late-night ops, right Nat?"

"It's true. A little coffee on the job made things easier."

"Well aren't you considerate." Laura teased.

"I just don't want them to think that I some kind of jerk."

"That's not necessary." Nat said as she showed Francis a pressure point on his hand.

"Clint you've saved hundreds of SHIELD soldiers, they have sweepstakes to find out who will be your bodyguards. You're like John Wayne to these people!"

"Yeah? Well no one said that John Wayne couldn't bring them coffee. Come on Barney, help me give this to Fritz and the others."

"You softie." Laura teased

**DING DONG!**

Clint looked towards the hallway and then back at the confused faces of people in his house.

"We expecting anyone?" he asked.

"Its probably Mrs. Bernstein. I bet her cat's stuck in the dryer again. Honey can you send one of the guys to help her out?" Laura asked as he walked towards the door.

"Six former spec-ops soldiers and they're taking cats out of dryers." Clint muttered.

"They're living the dream." Natasha said sarcastically. "Like this Francis, down the line…" she said as she traced the lines of her godson's hand. "Now you."

"Okay." He responded as he imitated her motions on her hand.

Laura approached the front door and unlocked the latch and opened the door. "Mrs. Bernstein if you needed help all you needed to do was ca—"

**PTTT!**

Blood exploded from the blonde's skull before she fell backwards onto the floor, painting the carpet red.

Clint and Natasha heard the thud and looked up. Clint set down the coffee cups and moved towards the hallway.

"Laura? Honey, is everything alright?"

In the hallway three men in ski masks carrying sub-machine guns and wearing black military fatigues moved inside the house.

"Four in the kitchen. One kid upstairs. Move." The lead man said.

Nat got up from her seat as he left hand trailed towards the back of her jeans, resting on the grip of her pistol. "Laura? Come on girlfriend give us an answer."

The room was quiet while the two Ultimates slowly moved towards the hallway.

**KRRRSSSHH!**

The window exploded into a shower of glass. Widow dove to the side, tackling Francis and shielding him with her body.

"JESUSS CHRIST!" Clint screamed before the roar of gunfire ripped through the room tearing apart the kitchen counter as they slammed into Hawkeye, sending him tumbling over the counter top.

"MOMMY!" Barney screamed as he ran towards the hallway.

"Get the kid!" a man screamed as a second grabbed the child. "Hold him still!" another screamed a he leveled his rifle.

**BAM! BAM!**

Two bullets broke the skulls of the two men, releasing Barney from their grip. The assassins turned to see the Black Widow aiming her pistol at them before several flashes of light left its barrel.

The men fell with blood gushing from their wounds. Two more charged down from atop the stair and unleashed a hail of gunfire. Widow, still holding Francis, rolled to the side.

"Kill them all!" The men screamed as they leveled their guns.

Before they could fire, blood spurted from their skulls as several kitchen knives found themselves imbedded in their heads. The men crumpled to the ground while the Barney huddled in the corner, tears streaming from his eyes.

Nat looked towards the kitchen and saw the near prone form of Hawkeye slumped against the kitchen floor, a set of forks and knives were gripped between his knuckles, chest bleeding from the gunshot wounds he had suffered.

"Shouldn't have popped me in the fucking kitchen!" he muttered struggling to stand.

"Daddy!" Barney cried as he hugged his father.

"Clint!" Natasha screamed before more bullets ripped through the walls. "Nat go! Get Francis out of here!"

"But Da—"

"No buts Francis! Run!"

"Come on!" Nat said keeping Francis tucked near her as she dashed out of the room with inhuman speed. She burst through the back window and tucked herself into a ball to shield the young boy in her arms. She landed painfully on her back but quickly fought through it as she carried Francis towards a black SUV parked near the edge of the street.

She ran towards the car but stopped a few meters before it. "Francis let go." She ordered, setting the blonde on the ground. "Stay put near the car and don't move."

Francis did as he was told and stayed by the white Honda while Natasha slowly approached the black van. Natasha kept her gun raised as she took a closer look at the truck. When she approached the vehicle she saw the windows were filled with bullet holes and the seats were drenched in blood.

"Aunty Nat?" Francis asked as he stepped closer.

"Francis don't!" she cried out. It was too late. Francis stared at the four dead bodies of his father's security detail. Each one was riddled with bullet holes. Two were outside the car with knife wounds across their throats. Their guns were sprawled on the ground, showing that they had at least been able to pull out their weapons before being killed.

Francis backed away and tried to run but was embraced in a hug from his honorary aunt. "Shhh…it's okay…it's gonna be okay…" Widow said as her eyes darted to a parked car.

"Come on Francis. We need to leave."

* * *

**Barton Household**

"Daddy!" Barney screamed as he cried into his father's shoulder.

"Shhh…it's okay Barney…listen to me. This is no time to be a baby. I need you to run next door and tell Fritz that Daddy needs him to call that special number. Can you do that?"

Barney looked up at his father with red puffy eyes but nodded. Clint smiled down at the boy and ruffled his hair. "Atta boy. We're gonna be fine."

**PTTT!**

Blood painted Clint's face as his son's forehead exploded. The Ultimate stared wide-eyed at the dead face of his child before the shock registered with him.

"BARNEY!" he creamed as his son's head fell forward.

"NO! NO! NO!" he screamed as he cradled his dead son's body in his arms.

"Don't cry soldier. He's with his mommy and sister now."

"I'LL KILL YOU YOU SON OF A BITCH!"

"Easy soldier." The man said as he stepped into the light. The large Desert Eagle he carried glinted in the kitchen light. A single red laser dot was aimed at his head. The man's skull like mask was pure white while his right hand was replaced with a prosthetic fist that gripped the gun tightly.

"That's my mother you're talking about. If ya have to call me something…call me Crossbones."

"I'm gonna kill you for this…I swear." Hawkeyes snarled as he pressed Barney's head against his shoulder, ignoring the warm trickle of blood that oozed down his back.

"Now now soldier…" Crossbones said before placing a gun to the hero's forehead. "…don't be stupid."

**BANG!**

* * *

**Chapter Five is now complete! I hope this settles youfor a while why I start the next chapter. I'm planning to finish this story before I start on the next chapter of my Spider-Man and X-Men stories. Reviews and criticism's are welcome!**

**Up Next: Grand Theft America Part 1**


	6. Chapter 6: Grand Theft America Part 1

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners.**

**Chapter 6**

**Grand Theft America Part 1**

* * *

**BARTON HOUSEHOLD, MORNING**

Dozens of SHIELD trucks and vehicles were parked throughout the street. The large group of SHIELD officers were fully dressed in scrub-like biohazard suits. They walked throughout the house looking over every corner of the decimated home in an effort to find any evidence.

* * *

"Sir." A forensic said as they approached Nick Fury who was kneeling over the blood stained floor that outlined the bodies of the Barton household. The outlines were made by forensic tape while scanners and various other pieces of technology were being used around the room.

"Only three bodies have been accounted for inside the house. Laura, Nicole, and Barney Barton. Hawkeye's body isn't here but judging from the blood splatter he was killed here in the kitchen. It's likely that the assailants took the body with them."

"Why would they do that?" a second forensic asked.

"Maybe a trophy. He was one of the Ultimates."

"This is just horrible. They killed the kids."

"Not all of them. Francis Barton has not been accounted for and there's no evidence to show he was killed or even injured."

"So where is he?"

"Agent Rominoff was supposedly here. Maybe she took the boy with her."

"Ballistics show that it was her weapon that killed the two men by the door. Bullets from these guns here indicate they also wiped the security detail before hitting the house."

"What do you think sir? Political assassination from last weeks mission?"

Fury, who had remained silent during the entire exchange looked to the side. "They asked me to be Nicole's godfather. You believe that? An old spook like me? Got her name tattooed into my shoulder and everything…"

The forensics remained speechless. Fury was in a silent rage. He looked up at the ceiling and then at the bloody crime scene before standing up.

"Patch me through to SHIELD-EYE. I want to see everything those security tapes got."

"Sir…we told you before, this was a wet-job. Grade A pros. The cameras were snipped before a bullet was fired. We're blind in here."

"You really think I just had one set of camera's in this place? SHIELD-EYE go to Barton's file. Picture search for the back-up cams from 2:00 am until 5:00 am. In the hallway, upstairs and in the kitchen. I want everything."

"Sir you had cameras they didn't know about?"

"I have cameras in places you wouldn't believe. SHIELD-EYE?"

**"Picture retrieval in progress sir." **

"Victoria Hand is on the line sir. She wants to know weather or not we should inform the Ultimates about this."

Fury looked down at the blood stained ground before looking up again. "No. I want this under wraps. The Ultimates don't even hear about this. Not until I know what happened here. Not until I know which son of a bitch to shoot in the face. This stays military."

"**Pictures are coming through sir."**

"Scan them first and then send them over to me. So, what do have Toffler?"

**"…"**

"Toffler?"

* * *

**STARK INDUSTRIES, BOARD ROOM**

"Mr. Stark I believe you are avoiding the question."

"Hmm?" Tony muttered looking up from a small tablet computer to see the irritated looks of several greying men and women who he absolutely loathed.

'Oh the good ol' days when only dad or Gregory had to put up with this.' He mused to himself silently before putting down the tablet.

"I'm not avoiding the question, I just didn't hear it." Groans of annoyance and disbelief filled the room as they heard the CEO of their company blow them off.

"Why haven't we tried to market the Iron Man technology to the military?!" a board member shouted. Tony took a sip of his drink and turned around to face the massive city of New York.

"I'm not giving the future to the military. Every soldier in the world, no matter who or what they fight for, have my respect. But I don't trust the people in charge. And I'm not going to hand them a localized nuke so they can wipe out whatever pesky problem puts a damper on their afternoon."

"You make us sound so bad, Stark." Said one General Thaddeus 'Thunderbolt' Ross. "Do we need to remind you how you made your fortune? How your dad worked with us in WWII? How your brother made his fortune even without the resources your dad left you?"

Tony sat up from his chair and walked closer to the window. He watched as several pigeons flew into the air, leaving a small trail of feathers behind them. "No. You don't have to remind me of how we made our fortune. You don't need to remind me of all the death, famine and poverty my inventions caused. And you certainly don't need to remind me of my brother."

The genius playboy turned around to glare at the white-haired general sitting across the room. "And I don't need to remind you what happened when people with too much power get too ambitious and unleash something that can't be stopped."

Ross's face remained stoic. But inside he was screaming in rage at the mention of his greatest failure. The Hulk. A gamma bomb test gone wrong had turned one of his most capable scientists into a rampaging engine of sheer rage and destruction.

"As I recall the Ultimates stopped him. Twice. And now he's nothing but ash in the wind after his execution. Right?"

Tony felt his fist clinch up at the mention of his former colleague. "Right. So to answer your rather stupid and redundant question, I won't sell you my Iron Man technology because I don't trust you, or anyone else with it."

"But you're willing to sell advanced technology to hospitals and construction companies." A board member argued.

"You do realize those are the exact opposite of the military, right? And I'm giving them advanced medical technology. Not a suit with the potential to blow up mountains."

"You make it seem like it's so dangerous. If that is the case then we should have a hand in how you use the suits." Ross said.

"The answer to that would be: go to Hell. And besides…SHIELD would have first dibs on that tech anyway." Tony muttered as he returned his gaze to the outside world.

"What happened to you Tony?" Ross asked. "You use to not give a damn about which part of the military got your weapons or tech. Now you've gone all bleeding heart humanitarian. Where's the drunk rich-boy we all liked to do business with?"

Tony took another sip of his drink before turning around to look the general in the eye.

"Honestly? I guess I just hit a point in my life when I wondered what things could be like if all the rich billionaires and government spooks tried to save the world instead of bleeding it dry. So tell me…all of you, does that make sense?"

* * *

**TRISKELION, ROBOTICS DIVISION**

Hank Pym stood next to his wife as they looked over the edge of the balcony. The two scientists smiled at their handiwork. Below them stood 100 newly designed Ultron robots. All gleaming like silver statues like the terracotta soldiers of China.

They stood in lines of ten, their eyes glowing a deep blue. The jack-o-lantern like design did look eerie, but it would serve for crowd control or intimidation.

The machines were made from reinforced steel and titanium as well as carbondanium skeleton. Repulsor ray technology were placed literally at their fingertips to provide a localized energy beam while force bolt projectors rested inside their arms. Each machine could lift 25 tons and could withstand intense heat and cold.

"A couple billion dollars…" Hank started.

"Stark's and SHIELD's robotics technology…" Janet continued as she smiled down at their creations.

"And we have an anti-crowd robotics squadron." Hank finished as he wrapped an arm around his wife's shoulder. "We are fucking geniuses."

"Damn right." Wasp said before she pulled her husband into a kiss.

* * *

**TRISKELION, RUNWAY **

The troops dashed across the tarmac while the military choppers whirred to life. The soldiers bordered the transports, loading their weapons while the heavy duty Rocket-Men blasted off into the air.

"**Rocket-Men circle the area in stealth-mode. Remember, he knows how your gear works and all the attack patterns we've practiced so hold off until the reserves have him pinned."**

"**Roger command. Rocket-Men out ."**

Nick Fury sat inside the chopper in a pair of military fatigues. A nine-millimeter handgun was strapped to his leg. He stared straight ahead, finger absently drumming against the metal wall.

"Sir! We're all set! Fuel up is good to go and all the troops are rounded up!"

"Can't believe I was this stupid…thinking a punk like that was helping us…damn bastard."

"Sir?"

"We took him at his word when everyone else had half a year's worth of background checks. Even Thor and all his hippie crap!"

"Well sir…he showed up when we needed him. What were we suppose to do? Look a gift horse in the mouth?"

"I'm the fucking director of SHIELD. An international espionage/covert ant-terrorist division that's supposed to safe guard this nation and the word from threats and I was dumb enough to believe in Santa Clause. And that's not the worse part…I bet he released those files about Banner…the guy was a handful but smart as Fuck. If it weren't for the Hulk he'd be the most respected scientist in the world. This…this traitorous, lying, scum-sucking piece of filth just got my best friend and his family killed…and I just fucking watched!"

The chopped was silent except for the hum of the engines and the whipping of the wind. Finally a soldier spoke.

"Sir…are you sure we don't want the rest of the Ultimates on this op?"

Fury withdrew his firearm and cocked it back. "I told you…only the Ultimate Reserves."

* * *

**GREENWOOD CEMETERY, UPPER MANHATTAN**

Steve Rogers walked down the concrete path that led through the cemetery. He walked past the dozens of tombstones that dotted the green grass.

"Lonely walks always calm you down Cap?" Sam Wilson asked as he got off a bench and made his way towards the hero.

"Y'know what also calms me down? Silence."

Sam nodded his head and stopped talking. For about a minute. "So who's grave you visiting?"

Steve sighed. "No one's." he said.

"Well if that's the case then why are we in a graveyard? You could be out celebrating, seeing the world. Or just run twenty laps around the Washington monument again."

"That's not going away anytime soon is it?"

"Not at all."

"Cap, if you hang around graveyards all the time its know wonder you're depressed."

"Well it's at this point that I know more people who are under ground then above it."

"Sorry man. Can't imagine what that's like."

"Don't. It's pretty bad."

"I never should've been brought back."

"Don't start a pity-party man. Isn't that what agent Rominoff is for?"

"Yeah…but Natasha hasn't answered any of my calls since last night."

"You do something to piss her off?"

"Janet asked me the same thing but I can't remember if I said or did anything…insensitive? Is that the word?"

"That's the word. Hey quick question, have you ever seen your memorial?"

"Memorial?"

A look of disbelief came over the Falcon's face. "Oh come on! You have to have heard about it! At least on the internet, you told me how useful that was."

"Yeah…I've never heard of the memorial."

"Well its right here!"

"In this cemetery?"

"Man just…ok juts wow…"

"Just show me it."

"This way." Sam walked forward while Cap followed him. The two entered through an older metal gate that led to a well-kept field of grass that circled a ten-foot tall statue of a WWII Captain America wielding his classic shield while carrying a banner of the American flag.

Cap stood in slight awe of the stone figure, completely shocked by it. "I never wanted anything like this…" he muttered.

"Cap?"

"I've gotta tell you Sam. All I ever wanted to do was serve my country. I didn't want to be famous or memorialized. I just wanted to do what was right."

"And now?"

"I still do. Just now…I don't know what the right thing is anymore. People think I'm some kind of invincible hero. That…everything I do is the stuff of heroes. But I'm not…"

**SNAP!**

* * *

Steve's ears perked up at the sudden noise.

"Cap?" Sam asked confused as to why he had stopped mid sentence.

"Shhh!" he ordered.

Sam fell silent as he looked around the area but he saw nothing. He listened closely as Steve walked towards the edge of the concrete path.

In an instant, a dozen tranquilizer darts found themselves imbedded in the hero's chest, arms and legs.

"CAP!" Falcon roared before a massive red and yellow mech slammed into him. The two were lifted off the ground by the machine's thrusters.

"**Escort agent Wilson back to base. We'll deal with him later."**

"**Roger command." **The Rocket-Man responded.

* * *

"SAM!" Cap screamed as he saw his friend being airlifted away.

A horde of soldiers, both normal and enhanced rushed onto the field. The blue clad super-soldier slammed into the Captain. Steve grappled with them for a brief moment, attempting to shake off the drugs. A quick punch to the jaw felled him. He dropped to a knee before a stomp kick sent him flying into the stone wall.

The structure broke under the impact of the blow, cracking it. Cap fell to the ground in a pile of rubble. He tried to move but felt his body respond sluggishly, no doubt the effects of the tranquilizers. He looked up to see Nick Fury storming towards him with a guns raised.

The enhanced soldiers grabbed Cap by the arms and hoisted him up. Fury stormed towards him and flipped his gun over so he was gripping it by the barrel.

Hold him still!" He ordered.

"F-Fury...wha—gurk!" Cap was silenced by the blow that came from the director of SHIELD.

"You must've been laughing your asses off at us, huh!?" he roared before swatting the gun against the captured hero's head.

"OOF! GUK!" Blood spurted from the Captain's broken nose and lip. He looked up at the enraged man only to be met with another blow to the face.

"I guess we had it coming too! We just happened to find you in the ocean after we decided to form the Ultimates! Ha! God damn you an all your pals must've of thought us so stupid!"

Another blow spilled more blood.

"Well who's laughing now, Huh?! HUH!?" Fury screamed before flipping the gun again the barrel was pressed against Steve's temple.

"My best friend and his family are dead because of you! And I can't even bury him! But I'll tell you this…I'm gonna put you through Hell. I'm gonna claw out every piece of info on your boss, his friends and every other traitor in this goddamned country before you get the bullet to the brain!"

Fury removed the gun from his prisoner's head and turned away.

"Take this piece of shit and throw him in the brig before I put a bullet in his head…"

The soldiers threw the beaten hero onto the ground where he crawled towards a grave for support.

"Can't believe we thought a thug like you was Captain fucking America…" one muttered as he cracked his knuckles.

"You're gonna fry for what you did to Hawkeye's family dude…we're gonna make sure you burn like Bruce Banner."

Whatever force of determination that Steve kept inside him snapped at those words. His hands broke the surface of the concrete grave. Using all his Super-Soldier granted strength, he ripped the tomb from the ground and smashed it into the awaiting face of an enhanced.

The man hit the ground hard before a solid spin kick sent his two friends flying. The two men were flung into the crowd of soldiers, toppling them like bowling pins.

Cap slammed hi fist into a soldiers face sending the man to the ground. His muscles screamed in pain as his body fought through the drugs.

"How the fuck is he moving?! He has more than half a pint of tetrodotoxin in his—UGH!" the man grunted as an enhanced soldier was thrown into him.

"Stop whining and shoot! No more tranks! Shoot to kill!" Fury screamed as he fired at the enraged soldier.

Cap leapt over his would-be captures and slammed Fury with a drop kick. Not stopping, Steve dashed forward, leaping over the tombstones and barreling through the mass of troops like a mad bull. His target, the green army chopper parked near the graveyard's edge.

"Don't let him reach the chopper! He cannot escape!" Fury roared.

Unseen by the Captain, a single Rocket-man had launched itself into the air at the start of the battle. It was over 300 meters into the air now. The pilot's targeting display locked onto the super-soldier as his radio crackled to life

"**Rocket-Man 3! What the Hell are you doing?! You have a priority one situation down there!"**

"Easy command…just getting some distance." The pilot's thrusters cut out as the machine arched back toward the ground. "Gotcha asshole." The pilot said with a grin.

The thrusters roared to life, blasting the Rocket-Man down to Earth where the Captain had just reached the chopper. The sound of rocket boots alerted Steve to the Iron Man knock-off. He turned his head to see the machine mere meters from him.

"Oh shi—"

**FABOOM!**

* * *

**TRISKELION, ROBOTICS DIVISION **

"CHEERS!" the scientists called out as they banged their glasses together. The throngs of mechanical engineers cheered as they celebrated the completion of their project.

The group of geniuses looked towards the married scientists who were leading the toast.

"My fellow scientists…" Hank said as he raised his glass. "I would like for you all to join in a toast for the successful completion of project Ultron!"

The room applauded, filling the lab with the sound of clapping and cheering. Wasp took the microphone from her husband to continue the speech.

"We would all like to personally thank each and everyone of you for your contributions, however small or big. This was a team effort and we should all feel proud."

Hank once again took the remote before anyone could down their drinks. "And please remember we are still on work hours so please refrain from becoming intoxicated."

A chorus of groans echoed out across the room before Hank could continue. "And FYI Stark will probably host a celebration later so save some room for that." He added with a small smile.

The room suddenly became livelier at the mention of an after party. The Pym's smiled at the small gathering before turning back to look at their creation.

"These things are going to help a lot of people." Janet said as she leaned onto her husband.

"That's the idea Jan." Hank replied with a smile before his com-link crackled to life on a nearby desk.

Wasp retrieved the device and placed it in her ear. "Janet. Maria?" she asked in surprise, looking towards Hank. "No…I understand. We'll be right up."

* * *

**STARK INDUSTRIES, BOARD ROOM**

"Frankly Mr. Stark, we can ignore the Iron Man suits due to your agreement with SHIELD, but we have it on good authority that you are building some type of areal craft inside your orbital space station."

"The type used for war. And this…warplane is said to contain technology decades ahead of our most advanced air crafts, even spaceships."

"I believe our question is why would you be developing something like that?"

"Why exactly does this seem like an interrogation?" Tony asked as he looked at the board members as well as the military personnel.

"Honestly?" Ross asked. "We don't trust you with a weapon that can punch craters from space. You used that satellite weapon on the Hulk almost two years ago when those aliens attacked the Triskelion."

Tony sighed. He knew his little side-project would catch heat from the government but never this soon. "Gentlemen…" he started before the doors opened to reveal an attractive redhead.

Pepper Potts walked into the room despite protests from several of the room's occupants.

"Excuse me miss we are in a private meeting!"

"And she is privy to these meeting as my personal secretary. Pepper what's wrong?"

"Tony, it's SHIELD. They say its priority one." She said while handing him a phone.

"Stark. I see…what's the…I see. I'll be there soon." Tony switched the mobile off. "Ladies and gentlemen this will have to wait."

"What?" Ross growled clearly irate.

"Pepper, the TV." Pepper did as asked and turned on the rooms television set, changing it to the news.

_Victoria Hand: Good evening ladies and gentlemen. My name is Victoria Hand, SHIELD's chief of Public Relations. It is my solemn duty to inform you of the death of Clint Barton, aka Hawkeye, has been declared dead alongside his family as of 4:50 am this morning." _

_Norah Winters: Excuse me! Norah Winters, Daily Bugle. Do you have any suspects as to who did this? And if so what methods are you employing? Will the Ultimates be involved?"_

_Victoria Hand: SHIELD has in fact apprehended the target as of a few minutes ago. And…I am sad to report that Steven Rogers, aka Captain America, has been arrested for the murder of Clint Barton and his family._

* * *

**GREENWOOD CEMETERY **

The smoke and dust slowly cleared as the surrounding soldiers kept their rifles trained on the newly created crater.

The large Rocket-Man lifted itself off the ground, its silhouette illuminated by the glowing lights of its eyes and torso.

"**Rocket-Man 3 is he down? I repeat, is he down?"**

"Relax sir, he's not going anywhere."

The large mech stood proudly over the defeated form of Captain America.

Fury watched as the soldiers lifted the former hero onto his knees before locking his arms in thick adamantium restraints. The men dragged the fallen hero into a nearby truck and threw him inside.

"The guy weighs a ton…" a soldier muttered in between breaths.

"Ship him off. I want this son of a bitch locked away in the Vault." Fury muttered, turning around to walk towards his car.

"Sir, what about agent Wilson?"

"Hold Wilson for questioning. I'll figure out what to do with him later. Just get him out of my sight!" he snarled before storming off towards his van.

* * *

**LOCATION UNKNOWN**

"Are you awake…agent Barton?"

Hawkeye growled as he opened his eyes to see the pimple-faced doctor of torturer, smiling down at him with a grin that promised nothing but pain. Clint Barton growled up at the man with hate filled eyes. The doctor laughed gleefully as he realized the subject was awake and ready for the torture.

"Good…because now we get to tell you of all the secrets we ripped out of your head."

Hawkeye growled gain through the gag that was locked on his mouth. The Ultimate struggled against the leather restraints that kept him locked on the chair. Blood trickled from a minuscule hole in the middle of his forehead, running over his eyes creating a red tint to his vision.

"Before you get too confused you should know we tried all the usual…humane methods to obtain the security codes needed to complete our plan. Of course being Fury's right hand of death, Sodium Thiopental was all but useless on you. So we used our little toy over here."

The torturer gestured to a drill like machine mounted on a movable platform. Blood dripped from the thin needle, coating the floor in a small puddle of blood.

"Most people don't know this little fact, but there is a location in the center of the brain where a needle can pass through without killing the subject. The nice little trick is quite useful when you have a toy that can unlock the neural impulses of the brain. When we speak of a secret, or even mention something remotely related to it, the mind thinks of it. All we had to do was ask your brain the questions we wanted answered, and the neural impulses told us everything! Without even a single beating, threat or use of persuasion, we broke you! Years of technology broke the world most complex puzzle! The human mind!"

Hawkeye's glare intensified as the doctor cleaned his glasses with his lab coat. "If you're wondering how you're still alive, that would be the tranquilizers. The bullets that hit you were low grade impact tranqs, they were never meant to kill you. However, you're kids and that whore of a wife gulped down actual bullets."

"RRRR!" Hawkeye roared through the gag, struggling to rip free the bonds and tear the doctor apart.

"Look at all that rage!" the doctor exclaimed gleefully like a happy child. "It looks like you've got a little Hulk in you as well. Did I forget to mention we were also the ones who leaked Banner's secret of the Hulk? Hacking SHIELD was easier than you'd think. Especially when you have a few inside operatives."

Hawkeye snarled again as his fists balled up. The doctor turned around as the door to the room opened to reveal a shadowy figure lurking by the doorway.

"Don't' worry ma'am. Just two more minutes."

"Hail Hydra." She muttered before leaving the scientist alone.

"Hail Hydra." The doctor replied curtly. He returned his attention to Hawkeye who, if possible, looked even more enraged.

"Oh yes. We're also backed by Hydra, isn't that fun?"

* * *

**NEW YORK CITY**

Nick Fury let out a frustrated sigh as he drove down the street in his SHIELD issued SUV. The black vehicle rolled down the street in one of the less crowded areas.

Nick rubbed his brow in frustration before tapping a button on the dash. "Sat Com encryption Fury, Nicholas J."

"**Satellite Encryption activated. Please proceed Director."**

"Call Coulson."

"**Affirmative sir. Agent Phil Coulson."**

"**Sir? It's hard to hear you but I'm getting a signal…what do you need?"**

"I need you here in New York. Deep shadow conditions. Bring everyone you can and keep it tight."

"**We'll need 24 hours." **

"You have 12. Pack it and drag it soldier. Get your ass out of the snow." Fury hit the com button again as his car slowed in front of the red traffic light, stopping at the empty intersection.

Fury tapped his finger repeatedly on the wheel. As he waited for the light to change, a police cruiser pulled up next to the vehicle. Fury glanced out his window to see the two officers staring back at him.

Fury silently growled in irritation before he rolled his window down.

"What? Need to see my lease?" he muttered before returning his attention to the road.

The police said nothing before the light turned green. They turned on their siren before driving forward through the intersection.

Fury released the break and pressed the gas, driving forward before he felt a bone breaking impact.

* * *

**KRSSSHH!**

"UGH!"

The SUV was sent spinning across the street as the police cruiser made contact with its sides, demolishing the left side of the vehicle. Fury glared through the cracked window before the front of the car was hit by a reversing cruiser, pushing the SHIELD director back further.

"OOF!"

"**Metropolitan police database has no record of units being dispatched." **The AI responded to a disoriented Fury.

"Ugh…"

"**Fracture detected in left arm. Rerouting auxiliary power…rebooting propulsion systems."**

Fury glared out the glass to see and armored van pull up to the street. Its back doors burst opened as heavily armored and armed SWAT members poured out, carrying a massive weapon.

The men cocked their weapons before unleashing a hail of bullets that peppered the armored van, leaving small dents and paint-scrapings.

"**Armor holding. Ballistics are incapable of breaching."**

"I can see that…" Fury muttered as he gripped his broken arm. He slid back to the passenger seat before slamming his fist onto the left side of the dash. The glove compartment opened to reveal a small med kit.

The director of SHIELD looked out the bullet-proof glass to see his assailants preparing their heavy weapon, planting it on the ground.

The tripod unfolded to reveal a black steel battering ram. Its legs drilled themselves into the ground before the battering ram was launched forward. The glass cracked as the metal weapon slammed into the bulletproof glass with the force of a shotgun.

"**Window Integrity compromised. Would you like to engage countermeasures?" **

"Hold that thought…" Fury grunted as he injected his broken arm with an anesthetic shot. Instantly the pain became a dull throbbing, which made his current situation slightly better.

The SWAT men retracted the battering ram before loading another ignition pack into its back. The ammo-clipped clicked before they braced it again. The battering ram launched forward again, cracking the glass and leaving a circular dent in it.

"**Window Integrity failing. Countermeasures?"**

"Deploy!" Fury shouted before a four barreled turret burst from the midsection of the car. He grabbed the weapons trigger before pulling it. Instantly a rain of molten metal shattered the glass and tore through the hordes of assassins, reducing them to bloodied shreds of raw meat.

A quick double-tap of the trigger fired off one of the two grenades from the turrets launcher. The projectile struck the underside of the armored van, blowing it into the air where it crash-landed in the street.

"**Propulsion system online."**

"Full acceleration! Destination, Triskelion!"

"**Affirmative." **

The car lurched forward as Fury moved the turret across the street, releasing bullets onto the scattering attackers. The SUV's engine roared to life before shooting off down the street.

"Use the quickest route!"

"**Affirmative."**

One of the attackers stumbled away from the burning wreckage of their van before getting up on his feet.

"Command! This is Rogue 1! Target is escaping! Requesting to use the asset!"

"**Granted." **Was response over his radio**.**

Fury pushed the turret back into the port it had ejected from before sliding over to the driver's seat. "Give me the wheel!" he ordered, taking manual control of his vehicle. He swerved through the streets, dodging cars while trying to activate the car's communication's array.

"Emergency alert! I'm under attack! Get me a response team!"

"**Communication jammed."**

"Dammit!" Fury swore. He glanced in the rear-view mirror and saw several police cruisers chasing after him.

"This is not my day…get me a clear road!"

"**Eastroad is clear."**

Fury spun the wheel, shifting the car left and sending down the near empty street. The pursing cars followed him down the street with several of the attackers leaning out the window to fire their weapons.

Bullets pelted the vehicle's hide as they zipped down the street. One of the cars managed to get right alongside Fury's car. He aimed his gun at the director only to receive a bullet to his skull. The blood exploded outwards bathing the driver in the crimson fluid. The momentary distraction proved fatal as they ran through an intersection.

The driver cocked his own weapons but was killed on impact when a semi crashed into the cruiser, demolishing it into a heap of broken metal and plastic.

Fury saw the remaining vehicles beginning to slow. "Oh that can't be good…"

"**ALERT! Obstruction ahead!"**

* * *

Fury's eyes returned to the road but widened as he saw a lone figure in the middle of the road. The man had a metal arm and black mask covering the lower half of his face while a pair of goggles obscured his eyes.

The man leveled an M4 assault rifle at the car. Underneath the barrel was a yellow and black metal disc. The man pulled the trigger, launching the magnetic mine across the ground where it skidded underneath the car before attaching itself to the bottom of the car.

**FWABOOM!**

The SUV exploded from the bottom up. The vehicle crashed onto the ground where it tumbled to a stop. The car was upside and barley holding itself together as Fury lay face down against the charred and cracked glass. He slowly lifted himself off the glass and wearily looked out the hole in his car to see his assailant slowly walking towards him.

The man cocked his weapon and readied it for its use. He saw Fury reaching for his gun and popped off a round, hitting the weapon and sending it flying.

Fury cursed as his sidearm was sent skidding away from him. He looked up to see the man walking towards him with weapons raised.

The assassin raised the rifle, leveling it with Fury's head. The man pulled the trigger but was met with a white blob that slammed into his rifle, clogging it with a thick silvery substance.

A man swung down from the sky and slammed both his feet into the assailant's chest, sending him flying back. The man tumbled on the ground before regaining his ground, his mechanical arms scraping the ground as he did so.

Fury looked up to see a young man wearing a green jacket with its hood pulled up.

The assailant looked up at the interloper and drew his side arm. He fired off two rounds that the figure dodged before leaping into the air and tackling the man. They rolled on the ground together grappling with each other ending with the new arrival on top.

He raised his right arm where a thick bone stinger burst forth from his wrist. He stabbed down only for the metal arm to grab his wrist. He could hear the whir of motorized muscle straining as it pushed his arm back.

"Urg…"The figure growled as he struggled to overpower the assassin beneath him. The man pulled his attacker down and head-butted him hard.

"Guh!" the savior cried out before the man gripped him by the throat and hurled him across the street. The teen tumbled on the ground before regaining his footing.

The man pulled out another pistol from his belt and began to fire. The agile fighter leapt around the street dodging the bullets while returning fire with his webbing. One shot was lucky enough to clog his handgun.

A bullet slammed into the assassin's eye, blocked by his bulletproof goggles. The man turned to see a limping Fury firing off his handgun. The assassin leapt to the side while drawing out a thin blade from his back holster.

He hurled the weapon at Fury only for it to be shot down by a web-shot.

The assassin was met with a powerful blow to the jaw that sent him flying back.

The hooded teen dashed towards Fury, grabbing the injured director and hoisting him over his shoulder. He leapt on top of the burning car before leaping into the air, firing off a thin strand of webbing that stuck to the building.

* * *

**STARK INDUSTRIES, PENTHOUSE**

Tony walked into the living room of his company's top floor. He pulled on the tie and jacket and began to fasten them.

"Are you sure you want to go?" Rumiko asked as she saw her current boyfriend trying to dress himself.

"I'm on the Ultimates and this is an Ultimate matter, so yes I'm going."

"I think you need to take a minute to collect yourself."

"I'm fine."

"Then why is your tie backwards?"

Tony looked over at the Asian woman and then back at his suit. True enough, his tie was backwards. The man grunted in frustration before he rapidly began to untie and retry. The attempt failed, increasing his anger.

"Tony, stop." Rumiko said as she stopped her the billionaire's scrambling fingers before gripping the tie herself. She slowly began to undo the knot he had made.

"You need to breathe." She said as she crossed the piece of fabric over itself to finish tying it.

"You don't think straight when you are agitated or stressed. That's why you drink so damn much." She muttered.

"Well when you have shrapnel in your chest its difficult to try and stay sober. Especially when the only thing keeping death at bay is a little magnet."

"Stop being so melodramatic." She muttered while finishing her act. "Done. Now you look decent for a depressing meeting."

"Oh joy." He muttered.

"**Sir?" **Jarvis asked over the intercom.

"What is it Jarvis? I told everyone I have an emergency meeting to go to."

"**Sir…a Mr. Han Yinsen is here to see you."**

Tony's eyes widened in response before looking at the door to the penthouse. "Jarvis…you said…"

"Yinsen." Rumiko finished. "I'll go tell SHIELD you're occupied." She said before moving to the rooms phone.

"Uh…send him up." Tony said after a slight pause.

"**I thought you might say that sir…he's already here." **

The elevator doors opened to reveal a young man of about 18 years of age wearing a worn brown suit and jacket. He was of Asian decent and had the look of a man who was seemingly lost.

"Umm…hello?' he asked as he walked into the penthouse.

"Hi." Tony greeted. "I was hoping we could talk."

* * *

**SHIELD BUNKER**

Nick Fury grunted in pain as he was injected with another dose of serum into his broken arm.

"Dammit kid!" he roared as he fought through the pain.

"You told me right into the afflicted area, ergo, the fucking broken arm! Man up Nick!"

"Kid! I'm bout five seconds away fro—guragh!" he shouted as another injection hit his leg.

"And that's the last of the Regen Serum you've got stored in this…dump." The teen said as he looked at the old SHIELD bunker.

"It wasn't meant to be used or updated. Otherwise it wouldn't be very secret, Kaine." Fury glared at the genetic clone of Peter Parker, Benjamin 'Kaine' Riley. The teen looked almost exactly like Peter Parker. The only difference was longer hair that reached his shoulders and the colder look in his eyes.

The clone of Spider-Man watched as Fury got off the med table and checked his injuries. The Regen serum had been a byproduct obtained when Quicksilver, Fury and Hawkeye had raided the Weapon X facility almost a year ago (See Ultimate X-Men Fanfic). The database they had acquired had info on a special serum derived from the healing factors of several of their operatives. The result was a serum that temporarily gave the user an intense healing factor that lasted a few hours.

Nick watched as his bone snapped back into place. His ankle's torn muscle also began to heal, allowing him to stand under his own power. "By the time this stuff wears off I'll be good as new."

"Good to know. Now what the fuck is this shit?" Kaine asked.

"The ambush?"

"NO! Hawkeye's family! His death! What happened to my friend?!"

Fury looked down at the ground before rubbing the back of his neck. "He's dead kid…"

"I saw the news…was it actually Captain America?" Kaine asked.

"He's probably in the Vault by now if that ambush was just on me. Coms went down when I got hit…I have know idea if he got there or not."

"Then let's check." Kaine said throwing the man his coat. "Get your shit and let's go." The clone ordered as he made his way to the bunker's exit.

"That's actually not a bad idea. But you're not going to the Triskelion."

"Excuse me?" Kaine asked in a threatening tone, readying his stingers.

"I need you at Camp Hammond. Rhodes is there…something is going on…and I need the Initiative ready."

"Which ones?"

"All of them."

"That's a terrible idea. Since I don't have a lot of TV privileges, at least until I hack the setting controls, reading their profiles is about all I can do. Trauma still has made jack crap in controlling his powers while Armory is still a self-moping mess after killing MVP, who you were so proud to even call him the next Captain America, got a five inch hole in the side of his skull! They have no experience!"

"I need them ready. Just hit the jump gate."

"You sure you'll be fine to move on your own?"

"I'll manage. Now go!"

* * *

**THE VAULT, HOLDING CELL 42**

"So it's gotten better?" Jessica Drew asked as she watched Carol Danvers' glowing hand. The bright yellow glow slowly died as she opened her hand.

"Yeah…somewhat. My strength is…manageable. They think I might be a Hulk level threat now." Carol said.

"They can't be serious!" Jessica exclaimed.

"They are. And still no word on Philip…"

"What did those things do to you?"

"Experiments…they were…I can't describe them…I just can't."

"I'm sorry…I shouldn't have asked…man I wish Felicia was here. She's the better conversationalist.''

"You just need to get yourself a boyfriend."

"Yeah…because the amount of guys here my age is so outstanding. I'm sixteen…nearly seventeen. SO older relationships can still be illegal."

"Well…I heard you found your brother."

"Wasn't hard."

"How'd he take having a long-lost sister?"

"Not well, at first. He did some digging and found out it was true so…we've gotten some time since then."

"Took the super-hero name from him to didn't ya?"

"It was the spur of the moment! The name is Spider-Woman! Not Spider-lass or girl or something that makes me sound like a sidekick!"

"Easy kid. Just wanted to see if Spider-Man was going to sue his own sister for copy-right."

"How would Peter even get a lawyer to believe him? It's not like there's a super-powered lawyer fighting crime."

"So his name's Peter?"

"Yep. My twin."

"I've seen the news on him. He's pretty violent. Especially for some who fancies himself a super-hero."

"He likes vigilante more than super-hero. He's come around but he hated the Ultimate's guts as well as the FF."

"Even the Fantastic Four?" Carol asked with a surprised expression.

"Well he's all buddy-buddy with them now, but before he gave them a pretty vicious tongue thrashing."

"What, he just insulted them?"

"Really called them out though. Now they've been more active than as of lately, but they're getting along now. My brother's more of a street-level kind of guy."

"I heard Fury wanted him for his team."

"I've tried but it's not gonna go over well. Pete won't go for it. He may go all Ultimate Avenger at one point down the road, but he won't work for SHIELD."

"What, does he have a problem with orders?"

"He says he doesn't like the grey area despite how much time he spends in it."

"Who knows, maybe he'll come around to us then."

Jess snorted at the comment while rolling her eyes. "Please…we already got his clone."

"You…cloned your brother?"

"No, Fury did, he tricked Felicia into getting his DNA so he could have that Nazi Blitzschlag clone us our very own Spider-Man."

"Okay…I see from your tone you don't like this clone?"

"Let's just say I haven't been able to kill him yet." Jessica said with a scowl.

"Quick question, how did Black cat get his…DNA? Was it like skin sample or more…?" Carol asked making strange gestures with her hands.

"She didn't sleep with him. She just got his blood."

"Is he good?"

"Define good."

"Y'know, skilled, a fighter, a badass like you or Hardy."

"Oh please…he's not that good. He's got Barton as a handler…or had."

"What do you mean?"

"Barton…Clint…he was declared dead this morning. Him and his entire family."

"What?!" Carol screamed as she stood up. "How?! Who did it?!"

"That's the worst part…" Jessica muttered.

Carol was about to speak again when the massive doors to the Vault opened up. Jessica glanced down the hall to see a small squad of soldier hauling in an unconscious and restrained Captain America.

"By him." Jessica said as the squad passed Carol's cell.

* * *

**TRISKELION UPPER LEVELS, FURY'S OFFICE**

"This is stupid." Quicksilver muttered as he stared out the window.

"Pietro!" Wanda whispered harshly.

"I'm not apologizing. This is bullshit."

"I have to agree." Hank said drawing all eyes to him. The remaining Ultimates, minus Tony and with several reserve super-soldiers as well as Betty Ross were all gathered around the room's large meeting desk while Fury leaned against his desk, doing his best to hide his limp.

"Hank…" Wasp started, surprised by her husband's words. "Did you just—"

"Agree with Quicksilver? Yes I did. Look, Cap and I don't get along well, but even I'm not dumb enough to see that there is something fishy going on here."

Hank turned to Fury who returned the look with a small scowl. "Something you want to say Pym?"

"A lot of things Fury. But I'll shorten the list for you. One: everything we know about Thor turns out to be false. We find out he's a normal guy without powers despite the fact that his so called magic hammer is still in Norway where no one can lift it. Two: Captain America, a man who's led this team since the get go and who you personally vouched for, is now some kind sleeper agent. No one thinks this is something suspicious?"

"We all think its suspicious Dr. Pym." A woman said. She was in her late thirties and had black hair with red streaks in it. Victoria hand adjusted her glasses before looking back at the Avengers.

"This is what it is. I know it must be hard to accept this considering your relationship with the suspect b—"

"You don't know us." Wasp said sharply. "Stop pretending that you understand this or actually give a crap. All of this…its happening all at once…why?"

"Yeah, why Fury?" Hank asked, turning his head back towards the director.

"You're asking me?" Fury said with a glare.

"That's why he's looking at you and speaking your name." Pietro said. "Isn't that how conversation works?"

"Maybe for us humans." Fury muttered.

"Say that again." Pietro growled.

"Brother…" Wanda said, placing her hand on her twin's shoulder. "You're hiding something Nick. More so than usual." Wanda said, keeping her brother restrained.

"Yeah that's new." Hank muttered. "All this stuff just happens now. Thor, Hawkeye, Cap, Banner. Now that you have you're super-soldier army…I'm starting to think you don't need us."

The Ultimates all turned to look at the size-changer in surprise."I'm starting to think that now that you've got you're army, you're just taking out the competition. Us."

"You do realize how paranoid you sound, right?" Fury said.

"I had this same talk with Banner just a day before his death sentence was declared. We talked about how this team used to be a super-hero team. But now we're a glorified strike force. We do your dirty work, just like Thor was afraid of."

The Ultimates narrowed their eyes at Fury who was glaring at Giant-Man with a hatred. "Spit it out. I'm dying to here you say it you smug sonuvabitch!"

"I think you offed Hawkeye yourself because he would've agreed with Cap. Just like Widow would've. No one else notice that she's not here? Or hasn't been here in over a day?"

"We noticed…" Pietro muttered as his fist closed.

"So Fury, tell us. Did you have Hawkeye killed and frame Cap for it just so you could pin it on whoever's pissed you off next?!" Hank roared.

Fury said nothing. He stood up from the desk and stepped in front of Hank. The size-changing scientist didn't back down.

Fury sucker punched him right in the face. The blow came from nowhere but sent the hero flying back, smashing into the desk. The wooden structure crumbled into splinters where Hank struggled to stand. Befoe he could rise to his feet,Fury tackled him, nailing him in the jaw with another blow.

"YOU EGOTISTICAL MOTHERFUCKER! I'LL KILL YOU!" He roared as he struck the scientist again, drawing blood.

"Hank!" Wasp screamed as her hands burst to life with yellow energy. The surrounding reserve went on full alert, ready to subdue the flighty Utimate. Quicksilver and Wanda prepared themselves as well, readying to defend their teammates.

Hank grunted under the blow before hitting the trigger switch on his suit. Instantly Fury was punching thin air. Fury's gaze swept over the room, looking for the Ant-Man.

A Powerful blow socked him in the jaw. "Guh!" Another blow hit him hard in the stomach, causing him to keel over before another blow hit him in the chin, sending him back.

"Argh!" Fury roared before Hank retook his original size.

"Bigger isn't always better asshole!" Hank said before spitting out blood.

"You think I killed my best friend?!" Fury roared.

"Wouldn't put it past you." Quicksilver said as he eyed the battle ready super-soldiers.

"You are all making a big mistake." Victoria Hand said.

"I don't think so!" Wasp exclaimed as she aimed her hands at the reserves.

**KTCHEW!**

* * *

The lighting in the room died out.

"What the hell-?" Fury muttered as he looked up.

"Coms are down." Wanda said suddenly.

"Sister, did you..?"

"No, I'm sensing…security just went down!"

"Oh my god…" Betty said as she stared out the window, eyes wide. The others followed her gaze before similar expressions formed on their faces.

At least half a dozen SHIELD helecarriers were being tilted upside down in midair. The massive ships were then pushed forward, falling from the sky like meteors before crashing into the Trsikelion.

The ships broke through the glass and reinforced-concrete structures, demolishing it like a sandcastle at the beach. Shards of glass, columns of steel, and blocks of concrete plummeted from the tower, raining death and destruction as the Bastion of SHIELD crumbled.

* * *

Hundreds of dark flying figures hovered in the airspace above the now destroyed Triskelion, each one bearing smiles.

"First strike to Command. The Triskelion is crushed."

"**Understood. Your orders are as follows: Deploy 25% of your forces to the Trsikelion, finish the mission, the remaining troops are to join the assault on Manhattan. America will fall today."**

* * *

**To be Continued…**

**How'd you like this one? If any of you guys are followers of my other stories I'm sorry I haven't updated them in a while. I'm trying to finish this one so that they flow better on a time line. Expect a cameo from several teams in the next chapter. Until then, check out my other stories.**

**Next Chapter: Grand Theft America Part 2**


	7. Chapter 7: Grand Theft America Part 2

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 7**

**Grand theft America Part 2**

* * *

**Xavier Institute, Westchester, New York**

* * *

Professor X rolled down the halls of his mansion home; the hum of his wheelchair was the only sound that could be heard throughout the empty hallway.

The baldheaded-mutant rolled around the corner to see a sight that made his raise an eyebrow. Standing near the edge of the hallway, pushed up against the wall, were two of his younger X-Men making out in front of their rooms.

Xavier sighed before coughing into his hand. Bobby and Kitty looked up in embarrassment before leaping back from each other.

"Professor!" Kitty shrieked in embarrassment. "We weren't doing anything!" Bobby retorted with an equal amount of red on his face.

"What's going on?" Surge asked as she opened the door of her room and peeked out into the hallway. Dust poked her head out soon afterward, making sure that her Burqua was secured around her body.

"Is something wrong?" she asked.

"No!" Bobby and Kitty both shouted.

"Okay…something definitely happened." Surge muttered with a small smile. She looked over the two X-Men and saw the deep blushes they wore, as well as their slightly disheveled clothing.

"Wow guys…getting it on in the hallway…for shame." She said with a grin.

"No! Nononono! It was not like that!" Kitty exclaimed, franticly waving her hands.

"It was. Please restrain yourselves in the hallways." The professor said with a small smile.

"Wait. So does that mean we can actually do that sort of stuff as long as its behind closed doors?" Surge asked. "Absolutely not, Noriko. But as a psychic who restrains himself, I can't possibly know what goes on in the private lives of my wards and students." The professor said with a smile.

**KABOOOMM!**

The mansion shook like an earthquake had hit as the walls shook, and the furniture tumbled over.

"The Hell was that?!" Noriko screamed as Bobby shifted to his ice form. "PROFESSOR!" he shouted before the wall burst apart.

* * *

**Baxter Building, New York**

* * *

"JOHNATHAN SPENCER STORM!" Susan Storm screamed as she stormed through the halls of the Baxter Building. Dozens of scientists, both young and old, pressed their backs to the wall to allow the enraged blonde to tear down the hallway.

Susan Storm, soon to be Susan Storm-Richards, barged through the doors to the building's training room. The large gym –like structure was at least two stories high and filed with dozens of athletic equipment for both normal and post-humans, namely the Fantastic Four.

Standing by a massive black-metal rod was the figure that brought the enraged female into the room. "JOHNNY!" she exclaimed catching her brother's attention.

"Huh?" the younger blonde said as he looked up from his current exercise, which was burning through the unknown metal while trying to hard-boil an egg of the other side without making it explode. Ben Grimm, aka, The Thing sat on a bench watching the teen try, hoping he would fail (for a bet of 50 bucks).

"Hey sis, uh, what's with the tantrum? Is it your time of the mon—WHOAH!" The Human Torch leapt to the side as a massive fist made of light slammed into the floor where he once stood.

"Easy sis! What's th—" "Don't play dumb with me! Little brother you have really crossed the line." Susan growled.

"Wait! What did I do?!" Johnny screamed backing up towards the window, planning to crash through it and flame on if he needed to.

"My lab!" Susan snarled. "Oh…" Johnny muttered as realization dawned on him. "You trashed my lab to get that hunk of metal out of my vault so you and Ben could run a bet!" she nearly screamed.

"Look sis, it was juts a few broken test tubes and burnt computers, was all that so bad?" Johnny asked hopefully.

"Yes." The Invisible Woman growled as a compressed force field formed in her hand. "Crap." Johnny gulped.

"What is going on here?" An older voice called out. The three members of the FF turned to see and older man in a lab coat walking alongside Reed. "Dad, please tell Johnny to stay the Hell away from my stuff!"

"You weren't in and I needed the alien metal…do-hicky…" Johnny said gesturing to the massive block of black metal.

Dr. Franklin Storm sighed in irritation, rubbing the bridge of his nose before setting his glasses back on his face. "Susan, Johnny, I've repeatedly told you both, that as a family, you need to respect each other's space."

"Tell that to him." Susan growled pointing her finger at her brother. "Oh, like you respect my space!" "I do!" "Do not! You're always messing around in my room!" "I cleaned it for you!"

"I didn't need you to do that!" "It was a pig sty!" "Everything was in its place! You don't mess around with Reeds stuff!"

"Please don't involve me in this." Reed pleaded as he raised his hands in defense.

"Reed's room is set up with a certain order. He and I understand it. You just throw all your clothes on floor and leave Chinese food and pizza boxes all over the floor!"

"I like my room the way its is! You messed with my stuff so I took this...thing!" he said gesturing again to the metal. "And you trashed my lab!" "That was an accident!"

"Alright that's enough." Reed said separating them by stretching between them. "It is over. Johnny, you'll help Susan clean up her lab." Dr. Storm said. "What?!" Johnny exclaimed. "And you'll clean up your room." "What?!" He exclaimed.

"Don't even start, Johnny." His father declared.

Johnny glared at the man before the building shook. Objects fell off desks and lights flickered as another quake struck the building. "What was that?" Ben asked as he recovered from falling.

"Earthquake?" Johnny asked. "The building is shock resistant. We shouldn't even feel a quake even if it was right under us!" Franklin exclaimed as Reed helped him to his feet.

"Susan?" Reed asked as he helped his fiancée up. "I'm fine. But what did hit us?"

The room shook again before the lights flickered again. Alarms began to wail as red warning lights flashed throughout the room. "What the fu-!"

**BRAKOOOMM!**

The walls exploded into hundreds of pieces as a massive metal drone broke through the wall. "Holy shi-!"

**BABABAM! **

The massive cannon on the arm fired off a barrage of bullets that slammed in Thing's rock-covered hide, sending him flying back into the wall, burying him beneath a floor of rubble.

"BEN!" Susan screamed before her force fields blocked a hail of gunfire that ripped through the remaining walls. The building itself shook as another drone smashed through the roof.

* * *

**New York City, Manhattan**

* * *

**KABOOM!**

Another car exploded as bullets tore apart the street, raining fire and molten metal upon the city. The pavement exploded as more rounds ripped apart the asphalt and tore through the throngs of people running in terror.

Person, after person was mowed down under the intense gunfire of the massive metal titans stomping onto the streets. The armored red drones were bipedal and lined to the brim with massive cannons decorating their bodies. The humanoid-like machines sported massive arm cannons. The center area between the legs contained a large pod-like area where a pilot sat. The man in the cockpit moved the joystick around as his machine stomped down the street, crushing a car. He moved his weapon over to the side to lock onto a group of policemen.

The man smiled underneath his helmet as a twisted thought formed in his mind. He pulled the trigger of his controller and watched as his arm's cannon lit up in flames before the policemen on the street exploded, blood and guts flying into the air like water from a broken balloon.

Dozens of mechs smashed onto the ground before opening fire on the streets and buildings. The sky rained fire as massive red and white ships unleashed missiles and mortars on New York.

The war ships were blimp like in shape with a single red fin protruding from their bellies. Ports on the underside of the ships opened, releasing hundreds of super-soldier, decked in black-scale-like battle suits, soared through the air, dive-bombing onto the city like a plague of locusts.

The super-soldiers smashed into buildings and cars, tearing apart their structures and ripping through any citizen that got in their way.

* * *

**Triskelion**

The Triskelion. The massive tower, once a bastion of America's strongest defense agency, SHIELD, now lay fallen on the ground. The entire complex was riddled with broken buildings and destroyed vehicles. Smoke billowed off the ground in massive plumes while fires raged across the tarmac.

Dozens of black-suited terrorists floated over the symbol of foreign oppression with smiles of sadistic glee. Their smiles slowly faded as they saw a large crowd of people standing beneath the remains of the destroyed tower.

Fury coughed as he tried to breathe again, forcing the carbon dioxide out of his throat to refill it with fresh oxygen. He looked up to see a panting Pietro being supported by a slightly disheveled Scarlet Witch. Fury looked to his left to see a small group of his blue-suited super-soldiers helping each other, and several plain dressed office workers, to their feet.

"H-how…?" Victoria Hand muttered as a man helped her to her feet. "I…managed to get…most people…out…" Quicksilver panted as Wanda helped him to stand. "I got the top three floors…but I couldn't get the others."

"What happened?" Wasp said as she helped her husband to his feet. "We were attacked!" Betty exclaimed as she picked herself up from the ground.

"By who?" Hank asked as he pulled the hood of his mask over his face, his metal helmet folding over seconds later. Wasp grew her wings and looked around at the demolished base. "My God…the Triskelion…"

"It's gone." Nick said as he stared at what had once been the most secure location on Earth. Now it lay a broken heap of twisted metal and concrete.

"Does anyone copy?" Nick said as he pressed his earpiece. "Hill? Anyone? Dammit."

"I'm seeing a lot of damage…" Hank muttered as his helmet glowed. Dozens of ants crawled over the broken debris reporting everything to Hank. "My God…so many bodies…" he muttered.

Nick looked into the smoke filled sky to see dozens of warplanes roaring overhead, unleashing dozens of massive red robots and hundreds of super-powered terrorists. He followed their flight path and saw the burning sky-rise of New York City.

"Ultimates! Move out!" he exclaimed. "What?" Wasp asked as she followed Fury's finger. Her eyes widened in shock as she saw New York on fire.

"We need to get over there." Hank said as the ants slowly surrounded the team in a protective line. "Are there any Quinn jets left? Or reinforcements?" Betty asked.

"We've lost all connection to the mainframe." Hand said as she removed a sleek silver gun from beneath her jacket.

"Where are Stark and all the other super-soldiers?!" Fury barked out over the comm. He turned towards the now recovered Quicksilver. "I need you to do recon! Hit the city and help the people!"

"Alone?!" Hank exclaimed. "Fury there's hundreds of them! Even Pietro can't fight that many!"

"But I can try!" Quicksilver exclaimed before dashing off the ground and speeding out of the area at Mach 1.

"Pietro!" Wanda screamed. "I can't do this alone! I need you here!"

"**Be strong, Wanda." **Quicksilver replied over the com-link. "**We're all they have now."**

* * *

**Manhattan**

Quicksilver dashed through the streets of New York, smashing through the ranks of the super-soldiers that terrorized the people of the city. Each punch hit with the kinetic energy of an 18-wheeler going 100 miles an hour. Each strike broke the men like toothpicks.

'Super-strength doesn't equal invulnerability. Good to note.' He thought as he made his way towards the giant robots. He pulled pedestrians and policemen alike off the street and out of the line of fire.

He leapt onto the foot of one of the machines and quickly unscrewed every exposed nut and bolt he could see. The pilot took aim at a fleeing woman and grinned as he squeezed the trigger to his weapon. Suddenly his sights tilted to the left, making him miss his target entirely.

'"What?!"" He screamed in Korean as he felt his mech toppled over, crashing into the street face first.

'One down, God knows how many more to go!' Quicksilver thought as he raced towards the heart of Manhattan.

* * *

**Stark Tower, Penthouse**

"So you're Yinsen's son, right?" Rumiko asked as Jarvis gave her a drink before handing one to his employer and his new guest.

"Y-yes. My name is Han Yinsen. You were with my father when he died, right?"

"Yes…he saved my life…He was a good man." Tony said as he took his drink. "We were caught by a man named Wan Chu. He was a former general from an Asian province. He was the leader of the Ten Rings. A terrorist group that was trying to restore imperialism back to China."

"I've heard of them. They were mostly wiped out by NATO…but they're still small pockets lingering in Asia." Han said as he took a sip of the drink. "When my father…when he passed…did he tell you anything?"

Tony took another sip of his drink before setting it back down. "He…he said he regretted not saying goodbye."

Han looked down at the drink in his hand before staring out the window.

**BOOOM!**

Stark Tower shook like an earthquake had hit as glasses fell from the bar's shelves. They smashed against floor sending liquor and glass flying. The lights flickered for a moment before stabilizing.

"Tony?" Rumiko asked as she she stood up. Tony leapt from his seat and ran towards the window to see most of Manhattan was on fire. Massive red drones stomped across the city firing off round after round of ammunition into the streets and buildings.

Tony watched in horror as the buildings crumbled into debris. The structures fell like dominoes as hundreds of black-clad super-soldiers tore through the buildings like bullets.

"Jarvis! Lockdown the building! Rumiko, take Han to the shelter, Jarvis get Happy and Pepper in there too and readied my armor. Call the Triskelion and get the Ultimates on air!"

"Yes sir! Mrs. Fujikawa if you would?" Jarvis motioned for her and Han to follow as Tony walked towards his armory.

Han stopped halfway before a sinister smile spread across his face. "The Ultimates won't help you." He said. The other three occupants turned to see Han raise his hand. The arm unfolded to reveal a glowing yellow core that erupted with a burst of life.

Jarvis's head exploded as the energy microwaved his skull, vaporizing it. The butler's body crumpled to the floor in a bloody mess.

"JARVIS!" Tony screamed. Rumiko dashed for her purse, grabbing it off the couch and pulling out a Walther PPK and aiming it at the homicidal teen. Han reaction was much faster. Another blast of yellow energy launched from his palm, blasting through the woman's stomach.

"NOOO!" Tony screamed as he saw the girl's stomach being vaporized by the intense energy blast. The billionaire dashed towards his lover, catching her as she crumpled to the floor. Blood seeped out of the wound and onto the polished floor, bathing it in crimson liquid. Tony paid it no mind. All he could do was the hold the woman he loved as she lay dying in his arms.

He could feel his own heartbeat pounding against his chest. Blood stained his hands as he looked into the fear filled eyes of one of the few women he had ever really loved.

"Rumiko…" Tony muttered as her eyes started to close. "No…no no no NO! Look at me! Don't close your eyes, LOOK AT ME!" he screamed, shaking her.

"T-T-Tony….I-I-I…" she whispered. "No…no no no no! Please don't do this! Don't leave me!" he whispered as he saw here eyes glaze over. "R-Rumiko? Wake up...please…WAKE UP!"

"Don't bother. She went into shock the second the energy vaporized her stomach. The bleed out was all that was left. She never had a chance." Han said with a smirk.

"You…motherfucking SON OF A BITCH!" Tony screamed as his hand shot for the gun.

"No you don't!" Han shouted with a grin. His hand lit up again as a blast of energy reduced the pistol to ash. Tony glared up at the murderous man who simply smirked.

"Sorry, Tony. We've got plans for you."

* * *

**Triskelion**

Nick Fury fired off another volley of bullets from his pistol that burst through the skulls of several incoming terrorists. He turned his head to see Giant-Man swatting them down like flies while Wasp zipped through the air, blasting off dozens of stinger-blasts.

"Everyone! Group up and take 'em out! Don't get surrounded!" Fury barked while he shot a man in the chest before popping him in the head. Victoria Hand stood beside several of the regular workers, firing off her own weapon with surprising accuracy.

"Where the Hell did they all come from?!" She screamed as a blast of red energy incinerated one of the super-soldiers. Wanda floated above the small crowd of civilians, firing off blast after blast of arcane energy at the super-terrorists. But no matter how many she shot down, dozens more took their place.

"Where the Hell are the reserves?!" Fury screamed.

"We lost all contact with them!" Hand screamed as she fired off a round of bullets into the flying terrorists. "Protocol dictates they head to the scene of the attack during terrorist Ops to contain the situation!"

"You mean they're over there in that shit-storm?!" Wasp screamed out while blasting a terrorist in the face.

* * *

**Manhattan **

SHIELD VTOLs flew over the burning city with machine guns firing on anything that moved. Several terrorists fell, but more took their place, swarming the carriers like flies.

"Everyone out!" The pilot screamed as the soldiers tore apart the outside of the jet apart.

Dozens of SHIELD Super-soldiers leapt from their seats. The men in blue and white suits readied themselves while other soldiers in camo-suits and goggles.

"Giant-Men! Dose up and hit 'em hard!"

"We got any Intel?" another soldier yelled out. "No, the mainframe is down! Just hit what you see and prey someone is alive to give an order! Now launch!"

At those words, dozens of blue and white clothed soldiers leapt from the VTOL's ramp, plummeting down to the city before rocketing off towards the massive robots and swarming super-soldiers.

The Giant-Men pulled out there vials of Pym-particles before stabbing themselves in the arms. The orange fluid pumped itself into their blood streams. They felt the change immediately. They jumped out of the ship and felt themselves grow, muscles tearing, bones breaking, and reforming in seconds.

The ground exploded as the giants smashed into the ground. The crater they made was massive and only attracted the attention of the red mechs. The machines turned their eyes towards the dozen 60-foot tall giants.

The Giant-men stomped towards the group of murder-bots. "Rip them apart!" The lead giant screamed.

Quicksilver smashed his fist into a man's jaw, ripping it off, before he stopped in the center of the street to see the Giants land. The silver-haired mutant grinned at the sight of the Ultimate Reserves flying in like the cavalry.

"Oh you're gonna get it now." Pietro said with a smirk.

* * *

Above the city, the lead warship hovered over the Empire State Building. The machine's camera zoomed in on the Giant-Men.

The bridge of the ship was abuzz with activity as technicians and gunners continued their work. "Madam Hydra, we have enhanced in the field. Over 60 Super-soldiers by our count."

The technician spoke to a woman sitting in a throne-like chair by the windows of the ship. The woman was gorgeous, wearing a tight-fitting green outfit that emphasized her athletic figure. A gun was strapped to her waist as well as an assortment of knives.

Her long green hair hung over her left eye, leaving only her right visible. "It doesn't matter. They weren't trained for something like this." The woman said with a smile. "Have our…'special friends' meet up at the rendezvous. America will fall. And I want the world to watch."

* * *

Back below, Quicksilver watched as the human-titans squared off with the massive machines, all the while darting through the area, rescuing as many civilians as he could.

"Ultimates!" The lead giant screamed. "KICK SOME ASS!"

The group roared in approval before bounding off towards the machines. Each step they took shook the very ground, sending tremors throughout the Big Apple.

The machines stomped towards their new foes, leveling their cannons at the Giant-Men. The weapons fired off fresh rounds, killing a giant instantly. His chest burst open as the massive shells hit his body.

One Giant-Man was able to grab the machine by the arms, fighting against it motor-controlled strength with enlarged muscles. Neither titan dared to back down as they dug their heels into the ground.

Another Giant-Man slammed his fist into a robot head, sending its tumbling back, but it didn't fall. It regained its balance and took aim, riddling the Giant-man with shrapnel that tore apart his impact suit, sending a flood of crimson water onto the streets below.

"MAC!" Another giant screamed as he held a robot down. "You sons of bitches!" he roared as he prepared to bring his fist down on the machines cockpit.

An intense surge of pain ripped through his body. The giant stared down confused. Blood pooled over the chest of the robot. But robots don't bleed. He looked down at his own stomach to see a massive hole leaking blood onto the Mech's metal hide.

Quicksilver skidded to a halt across the street to see the Giant-Man bleeding out onto the downed robot.

"Guh…" he grunted before a black-clad figure shot through the side of his skull. Blood exploded out of the giant's head before he crashed back on the ground.

It all happened too fast. Quicksilver could only watch in horror as hundreds of super-soldiers rained down on the giant men like bullets. The super-suit wearing murderers tore through the colossal reserves like bullets through a person.

The remaining reserves flew through the air, tackling the super-soldiers that had just killed their allies. But they were sorely outmatched.

"They never trained for this." Quicksilver muttered in horror as the terrible realization dawned on him.

The reserves had little to no experience in dealing with post-humans. The Ultimates had faced threats, either as a team with Chitauri, or separate on their own adventures. But the reserves had been designed to deal with HUMAN threats, not those of the super-powered community.

The reserves were torn apart. Literally. The blue-suited super-soldiers tackled their black-clad foes and got off a few good blows, but they did little good.

The terrorists were stronger. The punched and beat the men like rag dolls, hurling them through buildings and punching their jaws clean off, sending geysers of blood into the air.

Pietro heard a shrill scream rip through the air behind him. He spun around to see a soldier having his arms torn from his body by two of his enemies. Rage overcame the young mutant as he shot off down the street and slammed into the men, shattering their ribs before delivering a flurry of super-powered blows that fractured their skulls with every touch.

The men crumpled to the ground seconds after Pietro had reached the wounded soldier. The man's arms were gone, ripped off from the shoulder down, leaving blood spurting stumps in their place.

"G-god…" the man muttered as Quicksilver laid him on the ground. "W-w-we…w-we never t-t-train-ned…f-for…"

"It's okay." Quicksilver lied, as the man's eyes grew dimmer. "You're gonna be fine." The mutant muttered as he closed the man's eyes. He looked back up to see one of the last Giant-Men have their skull blown open by a massive bullet, spilling enlarged brain-matter onto the streets of New York.

Another Giant-Man hit the floor as her body was swarmed by dozens of super-soldiers. Quicksilver snarled in rage before taking off at high-speed. He raced across the street plowing through as many super-terrorists as he could, trying his hardest to save the last reserve. He dashed up her body, socking several men in the jaw, sending them tumbling to the ground.

'I can do this!' Pietro screamed in his head. 'I'm gonna end this!'

The air whipped up around him before a powerful blow struck his jaw. He lost his balance and slammed through the sides of cars before crashing into a dumpster, utterly destroying it.

"GAH!" Pietro cried out as he felt pain surge up his spine. His enhanced metabolism quickly worked at the wounded area, healing as fast as he could. His eyes looked up to see the Giant-Woman being torn apart. The super-men tore off her jaw before one dove through her ear, tearing through her brain.

"NO!" Pietro screamed. The massive body crashed into a building as it felt, sliding to the ground, bringing shards of glass and concrete down with her.

"Dammit!" Pietro roared, slamming his fist into the ground.

"I guess you aren't that fast." A chiding voice said.

Pietro turned to see a thin woman wearing a form-fitting white suit that left only her mouth exposed. A pair of reflective yellow goggles, obscuring the rest of her face, covered her eyes. Her long black hair was held in a ponytail connected to her white mask.

"Who the Hell-?" Pietro exclaimed before the boom of thunder was heard.

A massive shadow soon closed over the area, causing Pietro to look up at the sky. The once clear-blue sky was now masked by thick dark clouds. Lightning flashed before another boom of thunder was heard.

"God…please tell me that's Thor…" Pietro muttered.

* * *

High above the ground, floating next to the spire of the Empire State building was a bald-headed man decked in the same uniform as Thor. In his hand was a double-sided hammer that looked like a giant gavel. In his left was a large sickle.

He slammed the two weapons together, creating a spark of energy that surged into the sky. Lightning flashed again before crashing into the man's hammer. His eyes were hidden by a pair black goggle-like sunglasses, but even then, Quicksilver knew he wasn't Thor.

"Let's see if you're faster than lightning, Mutie!" the Russian man screamed with a sadistic grin.

* * *

Quicksilver saw the lightning flash. "Oh fu—!"

**KRAAAKKOOOM!**

* * *

**Triskelion**

Wanda fired off another volley of hex bolts at her enemies before a flash of lightning lit up the sky. The remaining Ultimates looked up to see massive storm clouds hovering around Manhattan, firing bolt after bolt of lightning down onto the building and streets.

"GIAAAH!" Wanda screamed before falling to her knees.

"Wanda?!" Wasp screamed before flying past a man's eye, blasting it with a stinger. "AIEE!" he screamed, reeling back in pain.

The miniature super-heroine flew next to the kneeling Wanda, stopping just next to her head. "Pietro!" She screamed. "We lost Pietro!"

"What?!" Fury roared as a bullet he fired found its mark, dropping it.

"He's gone! I can't feel him anymore!" The Scarlet Witch cried.

"Wanda! Pull yourself together! This is no time to be freaking out!" Fury yelled. A super-terrorist flew towards fury but was swarmed by a massive horde of insects.

"Gah!" he screamed as the insects pulled him to the ground. Fury looked to his left to see Ant-Man rapidly changing size, punching one man before tackling another, all the while his insects swarmed the area, doing their best to ward off the attackers.

"Pietro…" Wanda sobbed. "Wanda!" Wasp screamed, growing to normal size. She grabbed the girl's head and leveled her eyes with hers.

"Wanda! Please! You're the only one who can do this, focus!"

Wanda looked around to see the few reserves that had been with them were being overrun and torn apart. The superior super-beings were easily besting both the super-soldiers and the Rocket-Men. Their armor was torn apart and the pilots thrown from the shells of their former machines.

"Wanda! We need a barrier!" Fury yelled.

"Wanda, please! You're the only one who can do this!" Wasp pleaded.

The Scarlet Witch looked around her once more before taking a deep breath an inhaling. She looked up at her teammate and with a shaky voice, she answered.

"I-I'll try." The mutant placed her hands together and concentrated. Wasp shrunk down again and zipped around her teammate blasting any terrorist that tried to get to the woman.

"Everyone! Group up!" Fury screamed. "Wanda! We need that shield!"

"I'm trying!" she screamed. "There's so many…dammit!" Wanda muttered as the crimson energy surged between her hands.

"Hand! Get Betty near Wanda! Pym get your ass back here!" Fury ordered before seeing two more of his soldiers being beaten into the ground. "God dammit!" he roared popping off several more bullets.

While Fury fired his weapon. One terrorist flew towards him. Fury reacted fast enough when he saw the shadow of his attacker. He whirled around to shoot the man, but his arm was severed in two.

"ARGGGHHH!"

"Oh my god…" Hand muttered in shock.

"NICK!" Hank yelled, leaping at the terrorist at microscopic size, smashing his fist into the man's jaw. The force was like a bullet, shattering the bone.

Hank regrew to his normal size and grabbed Nick. He saw the stump that remained of his right arm and pulled him back. He mental ordered the ants to swarm around them, creating a thick blanket of insects.

"Wanda we need that shield!"

Wanda's eyes opened, burning a deep red. She spread her arms, expelling her arcane energy before warping it around the remaining group, enveloping them in a shell of crimson energy.

The super-soldiers slammed into the shield pounding on it with their titanic strength. The blows reverberated off the dome of red. The wall pulsated with energy, but the attackers ignored it. The pulse began to quicken, the intervals between each flash grew ever so smaller until it erupted into a blast of incredible force, vaporizing the soldiers.

The dozens of terrorists who were still airborne looked down in stunned amazement as they saw their fellow soldiers being incinerated by the raw energy of the Scarlet Witch.

* * *

Inside the field Wanda fell to her knees. All her power was focused around maintaining the shield. The blast she did was a onetime thing. She didn't have enough power to do it again.

"Jesus Christ, Nick!" Betty screamed as Hank lowered the man on the ground. The arm gushed blood, and the group could tell that the man was struggling to stay conscious.

Wasp looked own at Fury in shock before she heard a grunt from Wanda. "Guh!" The girl cried. Sweat dripped down her face and her eyes scrunched shut in pain.

"T-they're…they're s-sshelling us!" she muttered through ragged breaths.

"Just hold on, Wanda. We'll get out of this, I promise." Wasp said. "Hank! We need a plan!"

"Not now, Jan!" Hank barked back as he took Hand's jacket and tore it in half. He wrapped the torn cloth around Fury's arm, doing his best to bandage the wound. "I need to stop the bleeding!"

"Hank! We will die if we stay here! Fuck, Wanda can't keep this up!"

"Just give me a second here!" Hank roared.

* * *

**KABOOM!**

Another mortar shell exploded against the force-filed. But like the previous bombs, the shield held. The terrorists looked up at the massive warship that hovered over the remains of the Triskelion.

"Bombardment number 5 failed. Targeting shields again. All mortar cannons lock onto that shield."

"**No." **A voice crackled out over the coms. "Madam Hydra?" The captain of the ship asked.

"**It's time to show these 'heroes' what we've accomplished. Send in our asset."**

* * *

**Triskelion, Lower Labs**

The debris filled labs was filled with the dead. The ceilings above had collapsed, burying most of the scientist underneath hundreds of thousands of pounds of debris.

Jennifer Walters coughed. Her lungs burned and her body ached, she couldn't feel her leg. She was trapped beneath a massive slab of concrete, just barely supported by the few bars of metal that stuck out of the slab.

Jen breathed gain, but began to cough hard as dust filled her lungs. "Akagh!" she grunted, blood flying from her mouth. She looked at the blood and realized she had internal bleeding.

"I-I-I n-need…help…" She muttered. She tried to crawl but found her body wouldn't move. A searing pain surged up from her abdomen. She looked down to see, blood pooling out from her lab coat. A thick steel rod protruded from her stomach and into the ground.

"GAH!" she screamed. Se couldn't feel her leg, she was sure it was broken, she was bleeding profusely from her stomach, and she could barely breathe. Her lungs felt like they were on fire.

"Guh…" she cried as the pain surged through her body. She moved her hand and pushed into the pocket of her tattered lab coat. Her hand wrapped itself around a thick metal syringe that she was able to wriggle out.

She looked down in fear at her one card. The only thing she had on Nick Fury that would ensure her freedom. The green liquid glowed within the silver vile. Jen lowered the syringe towards her exposed leg. She cringed when the needle touched her skin.

"I can't do this…" she whispered as tears fell from her eyes. "I'm sorry Bruce…" she cried. The syringe fell from her hand. "I don't want to be a monster!"

* * *

**Above**

The super-soldiers floated above the crimson shield waiting for their ship to open fire to destroy the Ultimates. But the shells never came.

"Command, what's the hold up? Shell this witch's shield."

"**Negative. Madam Hydra has ordered the use of the A-Bomb." **

"The Abomination!?" The man screamed. All the others turned towards their flying comrade at the mention of their Hulk-level enforcer.

"Shit! All units! Clear out! Leave this to that monster!"

The others didn't need to be told twice. Within seconds, over a hundred super-soldiers had fled the battlefield to make way for the true post-human.

* * *

"T-they're…retreating…"Wanda panted. Wasp was currently supporting the girl while Hand and Hank tended to Nick's wound as Betty made a makeshift bandage.

"Damn!" Hank swore. He then turned to look at Wanda "Wanda, you said they were retreating?"

The witch nodded her head. "Why?" Hank muttered.

"They're going to shell u again!" Wasp yelled. "Damn! New plan! I 'll draw their fire, Wanda try to teleport as many people as you can!"

"Hank, those shells will kill you! Especially if they're recalling their forces!"

"We don't have any other options! Wanda, prepare to te-!"

**KABOOOM!**

The ground shook at the force of the impact broke the surface of the island. Even through the force field the shockwave made the Heroes buckle.

"Was that the bombs?" Betty asked looking up. The crimson shield blocked her sight but she could feel the ground shake again.

"I don't think it was a bomb." Hank said.

**FABOOM!**

"GIAAHH!" Wanda screamed, gripping her head in pain. "Wanda!" wasp screamed.

**BABOOM!**

The crimson shield flickered form a moment before another shockwave ripped across the ground. They felt it through the shield and Wanda screamed again in pain, finally collapsing.

"Wanda!" Betty screamed before the shield fell.

"Janet! Takes this!" Hank yelled throwing a syringe towards his wife. The Wasp caught it and glanced at the orange colored fluid.

"Hank?"

"It's for an emergency. Stay with the others." He responded

Hank looked up to see what had destroyed the shield, but nothing could've prepared him for what he saw.

The creature was as tall and big as the Hulk with thick rock-like scales tinted blue. Its ears were fin like while its hand were long claw like appendages. It's glowing orange eyes burned brighter at the sight of the Avenger.

"_Bug-man…" _The creature growled.

"Oh shit." Hank muttered.

"_A-Bomb SMASH!"_

The monster brought its arm down, destroying the ground he stood on. Rocks and dust flew into the air, obscuring area. The creature let loose a massive roar, the shock from the sound sent the dust flying.

The monster looked at the miniature crater it had made in hopes of seeing the crushed form of Hank Pym. Instead, he saw and empty hole.

"_RAAHH!" _The monster roared in rage. The monster sniffed the air before growling.

"_Pyyyyymmmm…" _The monster glared at a seemingly absent area of rock and debris.

"_A-Bomb smells you!" _The beats roared charging forward.

The monster smashed into the ground, flailing its arms around like he was swatting at a fly. In reality, he was trying in vein to hit Hank Pym who was leaping around in his miniature form. He did his best to avoid each swing, each one had the force of a freight train.

Hank leapt off the monster and landed a few meters away from him. The Abomination noticed that his target had fled and turned to face him.

"_A-Bomb kill!" _

Hank readied himself as the monster charged him, its fist reeled back for the finishing blow.

Hank rushed to meet him head on, growing to an enormous size in seconds and kicking the monster with his foot.

The Abomination was hit full force and sent hurtling across the Triskelion. He smashed into the last standing building, demolishing it. The building fell like a house of cards as the Abomination smashed into the ground.

Hank stood at his 60-foot tall height and glared across the island at the brutes landing. The short respite did not last. The ground exploded as the Abomination broke out of his debris covered prison.

"_A-Bomb murder Pym! Pym killed A-Bomb's friend!" _

"What?" Hank muttered before he threw up his arms in defense. A massive boulder collided against the giant's arms.

"AGH!" Hank roared stumbling back. He lowered his arm and saw Abomination launch himself into the air, smashing into Pym like a rocket.

"OOF!" Pym bellowed as he lost his footing. He felt his weight shift and his balance fail.

"NO!" He screamed before crashing into the ground. An eruption of rock and dust blanketed the island while the remaining Ultimates could only watch in shock.

"Hank!" Wasp screamed before shrinking and shooting off.

"Janet!" Betty cried out as she saw her friend leave. Betty looked down at the wounded and unconscious Wanda and then to the barely conscious Nick Fury.

"We're gonna die." She whispered in horror.

* * *

**Triskelion, Lower Labs**

Jennifer Walters laid still in the pile of debris that surrounded her. Her breathing was shallow and ragged. She once more looked at her hand, no damp with wet blood.

"Guh…dammit all…" She muttered as her left hand still held the Hulk-serum, she didn't dare to let it go.

The ceiling above her shook again. "No!" she screamed as rocks began to crumble around her. "No no no!" she screamed

Without another though she stabbed the syringe into her broken leg. A miniature hiss could be heard from the device as it injected the mutagen into the woman's blood.

Jen could feel her heart pounding in her chest as the ceiling continued to crumble around her, further engulfing her in debris and darkness. Her blood was pumping harder than it ever had as fear seized her heart.

Her eyes then began to glow an eerie green.

* * *

**Triskelion, Above**

Hank Pym slowly opened his eyes to see the once blue sky now clouded with black smoke and red and white warships.

His tinted goggles were cracked and his mask was torn. "Guh…" The giant grunted as he slowly moved up, trying to stand. Hiss eyes fell upon the monstrous form of A-Bomb glaring at him from across the Triskelion.

"Hank!" Wasp yelled while flying near her husband's head. "Are you okay?!"

"N-not really…listen to me Jan, you need to run!"

"What?! I can't just cut and run! What about you and the others?"

Giant-Man moved his enlarged eyes to look at his miniature wife. "Jan, you need to get Cap."

"What?"

"We all know he was framed, it makes sense now…"

"Thor too, this has been about taking us out, one by one. But what about you?"

"Well…" Hank muttered as he started to stand once again, glaring at the monster that had knocked him flat on his ass. "Hank gonna smash this freak."

Abomination let loose a monstrous roar that shook the island like an earthquake. Giant-Man fell to a knee to brace himself. His hand grabbed a truck and hurled it at the blue behemoth.

A-Bomb roared again and leapt into the air, swatting the truck out of his way. He smashed into the ground and leapt back into the air, aiming at the giant-sized Avenger.

Hank stepped left, letting the monster sail past him and crash into the ground. Hank's eyes darted towards Wasp who was zipping past the debris, disappearing beneath it.

'Good luck, Janet.' Giant-Man thought before turning back to the Abomination. The blue-scaled monster roared in rage before slamming his fist into the ground.

With a mighty roar and the strain of impossible muscle, the Abomination ripped out a massive foundation of concrete and stone, almost ten times his size.

To Hank, it might as well have been a boulder. A-Bomb smirked with a toothy grin.

"_GRRRAAAAHHH!"_

He hurled the boulder at the Avenger and smiled as the rock smashed into the Ultimate's body. The boulder shattered into a million pieces, but it forced the giant off balance.

Giant-Man fell to a knee, slamming his hands into the ground to stop his fall. "Gah!" Hank turned his head to see A-Bomb launch himself into the air with its fist out stretched.

"RAH!" Hank screamed throwing his own fist at the monster.

The super-powered blows collided, releasing a massive shockwave that shattered the area.

Betty shielded herself as debris flew past her like she was in a hurricane. Nick looked up at the source of the calamity to see the remains of the Triskelion being blow away by the titanic battle.

"GIAAHH!" Hank screamed as his wrist shattered under A-Bomb's blow.

The size changer gripped his broken arm in pain while the Abomination crash-landed into the ground. He rolled across the ground and recovered on his feet before his eyes found his next projectile, a destroyed tank.

Abomination grinned in glee before grabbing the vehicle by its gun-barrel and swinging it around like a mace.

Giant-Man was still gripping his wrist in pain, oblivious to his aggressor's actions. The tank was thrown towards the massive hero, smashing into his skull with a resounding crack.

"UGH!" Hank bellowed as the tank slammed into his skull, knocking him back. His eyes rolled back before crashing face first into the New York Bay.

"Oh God…Hank!" Betty screamed.

A-Bomb's ears perked at the woman's voice and turned to face her. Betty caught creature's enraged stare and crawled back in fear. Hand readied her gun, pointing it at the monster's face.

"RAGHH!" A-Bomb roared before launching himself into the air. Hand wasted no time and began to open fire upon the brute. The bullets bounced off his scales with no damage.

**FABOOM!**

Abomination smashed into the ground, creating another shockwave that blasted the survivors off their feet and into the air. Hand smashed head first into the ground, tumbling over before remaining still.

Betty landed on the ground rather painfully, rolling to a stop near a destroyed jeep. She struggled to lift herself before the ground shook again.

A colossal shadow cast itself over her. Betty looked up to see the glowing orange eyes of the Abomination glaring down at her. The monster snarled at the retreating scientist and slammed his fist through the jeep. With a guttural growl he lifted the car off the ground, using it as a makeshift hammer.

Betty's eyes widened in terror as she realized what the monster intended.

**BRKKOOOM!**

An explosion of fire, twisted metal and concrete erupted from the ground not ten feet from the two. Smoke flooded the area causing Betty to gag on the tainted air.

A-Bomb wasn't bothered by either the smoke or the heat. Its orange eyes peered into the heart of the fire to see a large silhouette emerge from the blaze.

Out of the fire stepped a massive seven foot-tall being covered in flames. As the fire slowly died, it revealed a woman with green muscular skin and hair. She was almost completely naked, the only things remaining that could be considered clothes were the torn blouse and bra, and the barely their underwear that covered her lower extremities.

A-Bomb looked at the newcomer in confusion, as did Betty as she stared at the second monster in stunned amazement. The creature looked over her new body.

"Oh yeah…" The woman purred as she flexed her new body. "This is good." She turned her gaze at Betty and smiled slightly. She then looked up at the Abomination.

"_Who girly-Hulk?"_ The monster asked while stomping forward.

"Jennifer Walters…" The woman said.

"Jen?" Betty muttered. "My god! The serum! It—"

"It worked, Betty. All of the Hulk, none of the rage." Jen turned her gaze back to the Abomination and grinned. "You, Ugly, can call me…The She-Hulk!"

"_GRAAAHH!" _Abomination roared. _"You not real Hulk! You fake!"_

Abomination leapt forward and tackled She-Hulk. The two brutes rolled over the ground, A-Bomb slashing at She-Hulk with his claws.

"Guess no one told you!" She-Hulk barked as the Abomination pinned her. "I like to be on top!"

She-Hulk brought her knee into the monster's groin. A-Bomb squealed in pain before She-Hulk kicked him off of her. He smashed into a pile of metal.

She-Hulk lifted herself up and smiled. She tightened her hand and grinned. The power, the strength it was unreal. Addicting. Unbelievable.

"This is gonna be fun!"

"_GRAH!" _A-Bomb roared, bursting out of the pile and rushing madly at the jade Giantess.

She-Hulk veered to the side, dodging the punch and grabbing it. With a grunt, she lifted A-Bomb into the air and slammed him into the ground, shattering the foundation they stood on.

Betty curled herself into a ball to shield her body from the debris that was thrown around her.

A-Bomb speared She-Hulk's jaw with his elbow. He grabbed her by the hair and threw her across the island. She-Hulk crashed through the rubble and slammed her fingers into the ground where she dug in, scrapping the ground until she stopped.

"GRR!" She snarled. She looked up to see A-bomb Hurtling down from the sky.

**FABOOM!  
**

Again the island shook as the ground broke. The monster had hit with the force of a Howitzer cannon, blowing away the foundation. Dust and smoke clouded the air, obscuring everything.

Betty opened her eyes to see the shadowy silhouettes of the two monsters smashing each other. One dealt a punch, while another dodged. One of the shadows was sent hurtling through the smoke and crashed into dirt not ten feet from Betty.

The woman screamed in shock, scooting back in fear before the groan of a monster made her look at the crater.

A-Bomb lay still in the shallow crater She-Hulk had punched him in. His body was sprawled alongside the rocks and green blood oozed from his mouth. The creature grunted in pain before slowly leaning up.

She-Hulk dashed out of the smoke and slammed into the blue-beast, flinging him back into a tank. The vehicle crumpled under the monster's weight as he tried to stand.

"Stay down, big boy." She-Hulk teased, popping her knuckles. Her clothes were nearly gone, having been ripped off in the fight, leaving her practically naked. But Jen didn't care. Not when she felt so alive. The power. The raw, unstoppable power she felt. She could be the hero here. Not Jen, the mousy lab scientist who's cousin was called a menace, not the wannabe lawyer who could never impress her father. But here and now, she was a Hulk. The She-Hulk. She could stop this invasion all by herself.

"_You fake Hulk!" _Abomination snarled in rage, getting to his feet. _"A-Bomb rip girly-Hulk apart!" _

"Bring it fish-face!" She-Hulk taunted.

A-Bomb grinned. She-Hulk frowned as the monster stood up straight with a toothy grin. The creature's blue-skin began to shimmer before disappearing completely. Soon, the monster known as A-Bomb had disappeared from view entirely.

"What the-?"

A powerhouse blow struck She-Hulk across the jaw, knocked the woman off her feet. She smashed into the ground and felt her face being smashed into the ground by a clawed foot.

"AH!" She cried as a fist found its way into her back. She could feel her hair being pulled up by the invisible brute.

"_Girl-Hulk not so tough!" _A-Bomb roared with a smirk.

"Jen!" Betty screamed.

A-Bomb slammed his fist into the She-Hulk's face, smashing her into the ground again.

She-Hulk snarled as her hands dug themselves into the ground. Her eye began to glow green as her rage began to grow. This monster had nearly killed her. It had insulted her. It had called her weak! A fake Hulk! She was a Hulk. She was THE Hulk. Was she weaker than her cousin? No!

"GET! OFF! OF ME!"

Jen roared in rage. Her body glowed a brighter shade of green. Mustering her newly bolstered muscles, she gripped A-Bomb's wrist, and squeezed.

"_RAWR!" _

A-Bomb squeaked in pain as She-Hulk bent his arm. She slowly stood as the Abomination snarled in pain and anger.

"RAAAW!"

She-Hulk roared in rage before slamming her fist into the monster's jaw.

Abomination was sent hurtling back where he smashed into the ground, creating another crater in an explosion of rock and ash.

"IS THAT ALL YOU GOT!?" She-Hulk roared to the warships above. "SOME REJECT FISH-FREAK?!"

The warships didn't respond. No super-soldier were deployed, and no giant robots came crashing in to destroy the female goliath.

"Fucking pussies!" She-Hulk spat.

* * *

Across the bay, sitting at the base of the Statue of Liberty, was a startling beautiful women with long blonde hair and a voluptuous figure wearing a skin-tight green dress with a green tiara adorning her head. Several emerald bracelets and necklaces were wrapped around her wrists and neck.

"So the beast had family to inherit his mantle. How troublesome." Amora mused as she looked over her nails.

"She's beating back The Abomination." A deep, male voice said from behind her.

"She'll ruin our plan."

"Oh don't be so melodramatic dear Colonel. She is but a pale imitation of the monster you all feared. This 'Hulk' of yours is dead. I helped kill him for you. And she alone will not be able to defeat all of you."

"With the power she has, she could destroy dozens of our troops!" A scratchy female voice called out.

"Be silent Swarm." Amora said, eye glowing a dangerous green. "But…" she said returning her gaze to the Triskelion. "You do have a point." Her eyes glowed a brighter green.

"Skurge, fight."

* * *

She-Hulk stomped towards the downed Abomination, who was feebly trying to stand in the crater he had made. The monster looked up at She-hulk with a slight look of fear.

"Too bad, Fish-Face. I guess your pals don't like ya very much. Can't say I blame 'em though. And ugly fuck like you must not have many friends."

"_You killed A-Bomb's friend! You and all heroes! A-Bomb smash! A-Bomb kill you!" _

The blue-scaled monster had risen to his feet. She-Hulk was actually surprised that the monster could still stand after the beating she had dealt to it.

"Ready for round two then?" She-Hulk said with a grin, preparing to pummel the monster again.

A-Bomb's ears perked up. The monster gave a quick glance to the sky before slowly turning back to She-Hulk. What she saw unnerved her. Instead of the angry and scared look the monster had bore a second earlier, the Abomination now had a confident and sadistic grin on its face.

"_A-Bomb has no friends, but A-Bomb have team!"_

**KRAKABOOM!**

She-Hulk shielded her face as a meteorite crashed into the island, shaking the base of the Triskelion as fire and smoke erupted from the crater like a volcano.

Betty screamed in fear and pain as she felt the impact rip across the island. Next she felt the heat burning her skin. She covered her body as best she could, doing her absolute best to protect herself from whatever had just crash-landed into the Triskelion.

She-Hulk looked up to see smoke rising from the crater and fire leaping off the ground. The heat didn't bother the She-Hulk. Her new gamma-irradiated form left her feeling virtually invulnerable to things like fire and smoke.

But for a brief moment she felt fear. She quickly shoved the thought aside. She was a Hulk now. Anything the world threw at her, she would send it hurtling back.

The smoke slowly began to fade, but out stepped a giant of a man. He stood only a few inches shorter than the Abomination, but he had the same muscular build as the Hulk. The man was bald and clad in heavy black armor with demonic glyphs and symbols etched across it.

In his hands was a massive dual-bladed axe colored blood red. The black handle was at least three-feat long and ended in a jagged spike.

The man looked up from the ground and narrowed his eyes at the She-Hulk. His blood-red eyes glowed with an evil glare. He hefted his battle-axe into the air and brought in thundering down.

The blow cracked the stone foundation, unleashing and inferno of crimson-orange energy from its crack like a tidal wave.

She-Hulk had no time to react before the wave smashed into her, sending her reeling back.

She tumbled to a stop at the base of the broken Triskelion and looked up. Her ski was smoking and she felt pain. This guy hit like the Abomination. She rose to her feet. Ready to face the dark warrior. But instead she got a sucker-punch to the face by A-Bomb.

The monster had turned invisible since the axe-wielders arrival, and he used the distraction to his advantage.

She-Hulk spat out blood and braced herself on the ground before she took a wild swing in the air, trying to deck her invisible foe.

A-Bomb grinned as he remained in chameleon mode. The She-Hulk wasn't even close to hitting him. And while she was focused on trying to hit him, the Executioner was marching towards her, blood-axe in hand.

He dashed forward while A-Bomb smashed She-Hulk into the ground, pinning her beneath his foot.

She-Hulk snarled in rage as her eyes glowed emerald green again. Her body soon gained the glow as well and she lifted herself up. She grabbed A-Bomb by the foot and threw him across the battlefield.

Jen panted as she felt her body trying to recover from this much exertion and damage. She rose to a knee before the sound of heavy boots running caught her attention.

She turned in time to dodge and swing from the Executioner, who wasted no time in pushing his advance. He swung his axe again, nicking She-Hulk across the side, spilling gamma irradiated blood onto the ground.

She-Hulk leapt back, gripping her side in pain. She looked down at her wounded side to see green blood oozing from her stomach.

He had cut her! She looked back up at the man as fear began to grip her. This guy was as strong as her and could cut her. His axe could actually hurt her.

The Executioner raised his weapon again, the blade glowing with orange energy.

She-Hulk readied herself to face him but was met with an elbow to the Back by A-Bomb, dropping her to a knee.

"AGH!" she screamed as the monster grabbed her by the hair, yanking her back.

She-Hulk snarled in rage and slammed her own elbow into the monster's groin again. A-Bomb yelped in pain before an uppercut sent him back.

She-Hulk spun around but was too late to stop the blow from Skurge.

**FABOOM!**

* * *

A massive light erupted from the Triseklion, painting the horizon an eerie orange.

Amora smiled before getting off the ground. Gazing around at the smoking and destroyed remains of New York City, she smiled.

"Nothing like a little chaos to brighten ones day." She chuckled. "Are you at ease now Colonel?" she asked turning towards a man behind her. "The She-Beast has been defeated. Your victory is once again assured."

"Good." The man said stepping forward. The man was as tall as Captain America with the same build. He had dark, tanned skin and an Arabic accent. His face was covered by a red helmet/cowl combo and his combat suit was colored in red and black. In his hand was a metal rod spitting out two beams of red energy like a light-saber. The dual-bladed weapon was held proudly in the man's arm as he marched towards the cliff of Statin Island.

A gush of wind whipped past his face, but he didn't budge, nor did he need to turn around to know who it was.

"Hurricane, report." He ordered.

The white-clad Korean speedster growled before answering. "Quicksilver is down, so are the rest of their reserves."

"I Just got a report too." A new voice spoke.

The Colonel turned around to see their own personal Thor touchdown. The bald man smiled as ahe adjusted his goggles, hammer in one hand, sickle attached to his belt.

"What is it Perun?"

"The Fantastic Four are buried under the Baxter building. No rescue coming from them."

"Or the X-Men."

The group turned to see a man in a light green combat suit with long orange hair sitting on a bench. His left eye was a discolored grey while the right was colored green.

"I've got dupes combing the mansion looking for any mutant strays."

"Very good Schizoid Man. Have them give hourly reports on the situation. I don't want any surprises coming out of them."

"My drones will be sure of that." A digitized Russian voice said. A massive ten-foot tall red and grey robot stomped forward. Beneath the red tinted dome was the face of a man. The Crimson Dynamo stood proud in his mechanized warsuit, fully grafted into his body.

"I have the pilots searching for any super-heroes running around on the streets. Even those vigilantes like Spider-Man won't stay hidden for long."

"Maybe you should find them yourself. Then you'd finally make a contribution to the team." A raspy female voice said.

A black-scaled woman with cuved horns protruding out and down her skull said. Swarm glared at the Russian man who snarled back at her.

"Watch your tone! I supplied all the designs for my robots while you and your insects did nothing!"

"My swarm kept all the officers busy and in disarray before the Triskelion could be contacted! You and your drones were just for you to try and show us that your nothing but a second-rate Tony Stark!"

"You whore!" Dynamo screamed as his left arm unfolded into an array of cannons and machine guns.

"Bastard!" Swarm screamed back as dozens of insects crawled out from her skin and swarmed around the armored Russian.

The Colonel scowled at this and turned to Perun.

The storm wielding Russian caught the look and raised his hammer and sickle. Arcs of lightning streaked across the island, wrecking lamp-post and burning trees.

The show of power was enough to catch the two's attention. Perun lowered his weapons, ceasing the electrical show as the Colonel walked int between the two members of his team.

He looked at Swarm who glared back at him. "What do y—AK!" she screamed as the Colonel backhanded her across the face.

"HA!" Dynamo laughed before the glowing beam saber was shoved in front of his face. The Colonel glared at him with a look of annoyance before speaking.

"Swarm, watch your mouth. And you, Dynamo, will respect her contributions."

"You dare!" Dynamo roared.

"I do. I am the leader of this team. You will follow my orders."

"I will not!" The man roared. "Stark's Family ruined my life! To be compared to him is the greatest insult!"

"Shut up." The Colonel responded with an icy glare that promised death if the Dynamo spoke one more word.

"I respect your reasons, Vanko. We have all lost our lives to the Americans. They have raided our countries, squandered our rights, but we will show them justice, not vengeance. If your vendetta with Stark clouds your judgment any further, I will kill you where you stand."

"You?" Vanko laughed.

"Yes." The Colonel said with pure determination.

The Dynamo's grin faltered as he saw the steely resolve the young man in front of him had. He quickly looked around to see the others had no intention of backing him up. Realizing he was outnumbered, he reluctantly backed down.

"Fine. I will follow your orders."

"Good." The Colonel responded before turning back to look at New York.

'For now.' Vanko inwardly growled.

"Impressive display of authority, Abdul." Amora said slowly approaching him. "But in my world we would have killed him for such insolence." The woman pureed as she draped her hand over the man's broad chest.

The Colonel brushed her hand away with a scowl. "We are not in your world Enchantress." He said. "We are here to prevent the rise of the next Roman Empire, to prevent the ruiners of nations from destroying the lives of countless innocents. We have no interests in your games."

"Yet your masters so desperately craved my help." Amora said with a smile.

"Hydra is not my master. There cause is not my own. I volunteered to prevent further desecration of my people and the people of the world."

"Which has me curious." Schizoid Man said, looking at the Enchantress.

"We all have our reasons for attacking America." The Frenchman continued. "Colonel here wanted to free his people from America's grasp and terror, Vanko has a family grudge against Stark, Petra wants to burn the country that killed her husband and kid, and even the Abomination wanted revenge on what the Ultimates did to his friend, but you I don't get. What do you gain from this?"

"Oh, my dear Schizoid man, I get the best satisfaction out of all of this." The Enchantress said.

"And that is?" Hurricane asked.

"Seeing My beloved Thor's world burn. And besides, the Ultimates had and Asgardian on their team. Its only fair that you get your own."

**BOOM!**

The group of super-humans turned to see the warships continuing to bomb the city.

"Would you look at that?" Perun said with a smirk as he watched the building burn. "The world's last true super-power, beaten in less than a day."

"We're not finished yet." The Colonel said as he looked up at the green stature above him. He tapped the side of his cowl, pressing his communicator.

"All available forces, on me. Hit the statue."

Within seconds, dozens of armored super-soldiers and massive robots flew in towards Statin Island. Landing at the foot of the Statue of Liberty, they quickly went to work dismantling it.

The super-soldiers grabbed the base of the statue, and with all their might lifted it. The metal support groaned as they were torn from their concrete foundation.

Several large red mechs slammed into the gown of the statue, destroying its remaining balance and sending the green colossus tumbling down into the New York Bay.

The resulting splash sent a tidal wave of water into the air.

"Their symbol of hope, how it has fallen." Schizoid Man mused.

"No." The Colonel said as he stepped towards the edge of the cliff to better see the downed monument. "It became a symbol of hypocrisy many years ago. The Americans offered immigrants a bright future, but instead they threw them onto the streets to fend for themselves."

"That's deep." The Frenchman responded. He looked over at Dynamo. "Hey Vanko,"

"Eh?"

"Your robot's recording this?"

"Of course." The Russian grunted.

"Good." The Colonel said. "I want this on every news station in every country. I want this all over the net to see."

He stepped in front of the former base of the Statue of Liberty and raised his weapon.

"We warned you America." He said. "We told you, we begged you! Stop playing god! Stop making these super people! We warned you there would be consequences! You made the world shake in fear! Your power, that was once so great, was squandered! And now, your defeat has been handed to you! Your empire has fallen! To world at large we tell you now, REJOICE! The Great Satan has just been…LIBERATED!"

* * *

**Chapter 7 finally done! For those of you following this story thank you for being patient with me. I've been procrastinating on my work but I have other things I've got to do. College isn't easy, but You'll understand when you get there, For those of you who've been there or are there, you know what I'm talking about. **

**Next Time**

**Chapter 8: Grand Theft America Part 3**


	8. Chapter 8: Grand Theft America Part 3

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 8**

**Grand Theft America Part 3**

* * *

**Louvre Pyramid, France, 3 Months Ago**

Underneath the glass pyramid, inside a secret bunker, the conspiracy to overthrow the greatest power in the world was being concluded.

"Ladies and gentlemen, I am proud to announce that all our planning, funding, and sacrifices have paid off in spades!"

The lead speaker said standing in front of a large table filled with foreign leaders and military personnel. The many individuals scrolled through the meetings agendas on the tablets that had been provided to them.

"Our initial attack will consist of the joint-efforts of our newly designed warships, and super-soldiers."

Two images appeared behind the speaker, displaying a blueprint and finished image of the red and white warships.

"These are our own versions of the SHIELD's Helicarrier, outfitted with numerous mortar cannons and missiles. Machine guns and anti-aircraft guns have been mounted across its hull. But its main purpose is to act as a command fleet for the bulk of our forces."

The screen behind him changed again to show an army of thousands of black-scale suited super-soldiers.

"We have made tremendous strides in perfecting the super-suits for our ground forces. The suits grant the wearers class-3 strength. This makes them on par with Captain America's strength while also granting flight. Unfortunately, the suits devour the wearer within a month. Despite this, they'll be enormously affective in the initial strike."

The people around the table didn't look impressed.

The speaker turned around to look at two individuals hidden behind the shadows. One of the two stepped out of the shadows to reveal a green-haired woman in a form-fitting green combat suit.

Viper, aka, Madam Hydra stepped out into the light, drawing the attention to her. The Speaker reluctantly stepped back and gave the remote to Viper.

"Ladies and gentlemen, I'm sorry if you are not thrilled by the strides we have taken in your feeble military forces, but I-"

"Feeble?!" A North Korean man screamed standing up. The Outburst had startled most of the board members who looked at their fellow conspirator in surprise.

"We agreed to help you to squash America! But we will not tolerate insults from a snake of an organization like yours! Hydra is no—"

**BANG!**

The man's head exploded as a bullet burrowed through his skull. The body toppled over with the chair, flinging blood onto the table.

The members of the table turned to look at the shadows where a large man exited from the darkness. He sported a skull like helmet fitted with gas-filters while an armored vest was rested over his broad chest. Dark cargos and thick black boots adorned his feet, but the smoking gun grafted into his right hand indicated that he had fired the shot.

"Crossbones." Viper scolded, giving her subordinate a disapproving look.

"Hmph." Crossbones grunted as his gun retracted into his mechanical limb and was replaced by a mechanical hand.

"I apologize for my colleague." Viper said with a small grin. "But let this be a reminder that without Hydra, none of these achievements would've been possible. But you didn't come her to look at fancy new ships, or expendable foot soldiers. No, you came for our own team of Avengers, and we have delivered in spades."

The screen behind her changed once again to show several new images. A woman clad in a white combat suit with yellow goggles, and a woman who's body was covered in a black scale substance with two horns protruding from the from the side of her head.

"The codename for our own Utimates has been aptly named, The Liberators. The members seen above are our North Korean and Russian members, Hurricane and Swarm, respectively."

The image changed to show Hurricane running at super-speeds while Swarm commanded a horde of insects that rampaged across a group of soldiers.

"Hurricane, for all extensive purpose, is our very own Quicksilver. She has improved homeostasis and an accelerated metabolism. Swarm on the other hand has been genetically modified to be able to store and command the insects under her skin. Now before any of you scoff at this notion, imagine the chaos that could be dealt with a million bees or mosquitos descending on our enemies."

Viper pressed the remote to reveal the next two members of their super-human task force.

"Next are the Crimson Dynamo and the Abomination, or as he like's to be called, A-Bomb."

Images of a blue-scaled monster and an armored man appeared on the screen.

"Anton Vanko is the son of Ivan Vanko, a former business partner of America's Howard Stark. For those who do not know, he is the father of America's Iron Man, Tony Stark. His VR-War suit was grafted into his body, giving him far more weapons and abilities that the Armored Ultimate. A-Bomb on the other hand is our personal Hulk. He possesses massive levels of strength and insane levels of durability. With Bruce Banner dead, and Thor imprisoned, they have no one who could combat him."

"What guarantee do we have that we can control him? The reports on file have placed his intellect on par with America's Hulk."

"True. But his hatred for the Ultimates and SHIELD is his driving force. He'll do as he's told as long as we promise him their deaths."

"What about Perun?" a woman asked.

Viper smirked and flipped the image again to display a man wearing a metallic grey and blue harness. The bald Russian wore a pair of goggles and wielded a gavel like hammer and a large sickle.

"Our Soviet Thor has proven to be one of our most powerful and versatile members, we consider him the right hand of the team. Next is the Schizoid Man."

An image of an orange-haired Frenchmen with green and grey eyes appeared on the screening, surround by dozens of copies of himself.

"Stealing the stem-cells of Jamie Madrox has allowed us to grant the Schizoid Man the ability to create over twenty duplicates."

"We know about the Schizoid Man, we gave him to you Viper." A man said. "I hope you excuse my tone, but I think I speak for everyone when I ask this, what about the boy?"

Viper grinned ecstatically before showing them the final super-soldier. "Abdul Al-Rahman. Our very own Captain America, and the leader of the Liberators. Although we were unable to create the exact copy of the super-soldier serum that pumps through the veins of Captain America, the substitutes we used for Al-Rahman is plenty affective. Crossbones has personally trained the boy and the results surpass anything we have ever seen. His youth puts him on par with Captain America!"

Viper's grin grew as she saw the looks of approval from the eager men and women in their chairs.

"My dear friends, America falls three months from now!"

* * *

**London, The Academy of Tomorrow, Present**

The students sat in shock as they watched the TV, eyes glued to the screen as picture of a devastated America flashed across the screen.

"Oh my god…" Wolfsbane gasped as she unconsciously gripped her boyfriend's hand tighter. Sunspot responded in kind, squeezing her hand in a reassuring manner, but deep down he was just as terrified.

"We can't just sit here…" Wind Dancer said looking towards Hellion for a response.

Hellion could say nothing as he sat in stunned horror at what they were seeing.

* * *

Above them sat Loki as he watched the TV from a distance with a frown.

"Sam I'm sure she's fine!"

Loki turned to see Madrox chasing after a distraught looking Cannonball.

"Fine?! They said even the X-Men got hit! My sister's with them! I swear if they've hurt her I will shoot them into the stratosphere!"

"Dude, they're the X-Men there's now way they got beat!"

Loki looked away from them and closed his eyes.

* * *

When he opened them he was in an entirely different room beneath the school.

He looked around the room to see he was in the center of the newly constructed Cerebra. In the center of the room sat Emma Frost and her five favorite students, the Stepford Cuckoos.

The six psychics were all linked together to the machine, focusing their amazing powers to see what was actually going on.

Behind the six, stood Northstar, a concerned look was plastered on his face.

After what seemed like forever, Emma disconnected the metal helmet from her brain, ending her psychic link with the device.

"Well?" Jean-Paul asked, concern lacing his voice.

"I'm sorry Jean-Paul…" Emma started as she gave her old friend a sympathetic look.

"Is Colossus…"

"They're all alive…but they've been captured. They plan to execute them."

Loki saw his teacher's hands ball up into fists.

"What the Hell is the EU doing?! They have the Excalibur Super-Soldiers! Why aren't we storming the country to free them?!"

"Mr. Beaubier, they have the nuclear launch codes." Esme of the Cuckoos said.

"They will retaliate if we attempt to interfere." Sophie continued.

"Goddammit!" He roared slamming his hands against the wall.

Loki faded from existence.

* * *

Loki opened his eyes as his conscious returned to his body. He quickly got up off the ground and moved past Cannonball and Multiple-Man.

"Hey!" Sam exclaimed as Loki barreled past them without a word.

"Loki?" Jamie asked as he saw his best friend walk away without so much as a glance.

* * *

Loki opened the door to his room before slamming it shut.

He slumped down on his bed and buried his head in his hands.

"Aren't you pathetic?" A snide feminine voice said.

Loki looked up to see a beautiful woman in a long green and gold dress sitting precariously on his desk, feet dangling inches off the ground.

"All your power…and you won't lift a finger to help him, will you?" she said.

"Shut up, Leah." Loki muttered looking down at the ground.

"No. You do not command me trickster. I will say what I wish."

Loki gave no response as he continued to stare at his own feet.

"The mighty Loki, God of Mischief, brought low by his own guilt and fear."

"Shut up." Loki said again, this time with less force.

Leah got off the desk and sashayed over to the teen. She sat down on the bed and wrapped her arms around the teen's neck.

"You're still scared of big bad Odin, aren't you?" She purred blowing hot air into his ear.

"You'll never earn his love…" she continued.

"I know…"Loki said.

"But it's not love you crave…its respect…trust…from not just your father…"

"He's not my father."

"But from your brother." Leah continued with a malicious grin.

"Stop talking…" Loki said, this time with more force.

"You want wh—ah!" She cried out as Loki flipped her off of him and pinned her to the bed by the wrists.

"I'm sick of you!" he screamed.

"I'm sick of my guilt taunting me! Of you showing up as a constant reminder of what a monster I was! You won't destroy me…guilt alone has never stopped me."

He released her hands and got off the bed before storming over to his desk and pulling open a drawer.

Leah propped herself up by her elbows as a cat-like smile appeared on her face.

Loki took out an old worn shoebox and dumped its contents onto the ground. He arranged the old stones into a pentagram like shape before taking up a bottle that had also been in the box along with a dagger.

He popped the bottle and sprinkled the powdered substance within it around the stones to make a circle. He then held his hand out over the stones, knife pressed against the palm of his hand.

He began to chant quietly as the stones began to glow green.

**KNOCK-KNOCK!**

Loki was distracted briefly by the sound, but quickly went back to chanting softly.

"Loki? It's Jamie, come on man open up!" his friend called out.

Loki ignored him as he took a deep breath, and stabbed himself in the hand.

Blood spurted from the wound as splattered itself all over the stone before they erupted into a flash of light.

When the green light faded, no one was there.

* * *

Madrox saw the flash of light from under the door and broke it down with the help of two dupes.

The trio tumbled into the room to find it empty, the only thing they saw was a pile of smoking stones.

"Oh no…" Jamie muttered.

* * *

**New York City**

Dozens of warships hovered over the demolished city as super-soldier flew through the skies, blanketing the sunny sky with dark shadows.

"This is insane…" Peter Parker said. He stayed hidden beneath the shadow of a gargoyle watching as a warship passed him by.

Spider-Man looked out over his demolished city with a snarl.

"I'm gonna break these bastards in two…"

He quickly back flipped off the skyscraper and swung towards the alleys. He kept to the shadows, avoiding as many patrols as possible.

He landed on the ground in the seemingly deserted area before dropping a single penny from his pocket. The quiet ping of the metal coin hitting the ground was nearly silent.

Peter waited a few seconds and dropped another coin. Soon several shadows joined him in the alley.

Daredevil, Luke Cage, Iron Fist, Jessica Jones, and Bombshell all gathered out of the wrecked buildings.

"What's going on webs?" Cage asked. His clothes were mostly torn and burned.

"The fucking city is burning!" Laura screamed back at the giant of a man.

She herself was in a similar state as her jacket was scorched and sported several vicious looking cuts.

"What happened to you?" Peter asked eyeing her disheveled appearance.

"The fuck do you think dumbass?!" she snapped back.

"One of those robots dropped a building on us." Jessica said.

Her appearance was in a bad state as well. Her blue jean jacket was almost nonexistent, leaving a torn purple shirt and black jeans.

Spider-Man looked at Daredevil, whose armor was scratched and dirty, but no worse for ware.

"Just tell us what you saw."

"It's fucking chaos out there." Peter said.

"Anything new?" Iron Fist asked. His green and yellow gi was torn near the waist and was missing a sleeve.

"No. But it looks like a lot of their forces are moving back to the Triskelion. Probably to round up anybody important, like the Ultimates."

"If they're down where the Hell are the FF?! Or the X-Men?!" Bombshell ranted.

"The Baxter Building is wrecked. I have no idea what's going on with Xavier and his guys, but I'm pretty sure we're it."

"Not all of us." Daredevil said.

"Believe it or not, I've got ties to one of SHIELD's Ultimates. She went underground so I'm hoping she might actually have a plan."

"How do you know that?" Cage asked.

"And who is it?" Spider-Man added.

"First, she contacted me and asked that I keep her up to date, despite my objections, two, it's Black Widow."

"The hot redhead?" Spider-Man asked. "You know, I'm not even surprised."

"I'm not gonna dignify that with a response." Daredevil muttered.

"Anyway, we need to get as many people out of the street as possible. These super-soldiers aren't invincible, just tough."

"Yeah, I saw a cop get off a lucky shot." Jessica said.

"Then stick to the shadows and take down who you can when you can." Daredevil said, drawing his Billy clubs.

"You're the boss." Spider-Man chuckled before a massive throbbing took hold of his head.

"GAH!" he screamed.

"Spider-sense! We've got incoming!" Peter yelled, whirling around to see a horde of insects raining down on them.

"Scatter!" Daredevil ordered, firing off his grapple.

Cage and Iron Fist shot off down the alley while Jessica grabbed Bombshell and took to the skies.

Spider-Man leapt onto the alley wall before scaling it at an inhuman speed. He leapt onto the roof and broke into a mad dash, hurling two web-grenades behind him.

The device exploded, releasing a torrent of webbing that swatted any bugs unlucky enough to be caught in the attack.

Above the rooftops, Jessica and Bombshell saw Spider-Man launch into the air with his webs, steering clear of the unnatural swarm.

"Laura! Think you can zap the suckers?"

"Hell yes!" Bombshell roared thrusting out her hand.

A blast of intense energy erupted from her hand and sailed towards the cloud of insects, vaporizing them on contact.

"Damn!" Jessica said with a smile.

Before any more congratulations could be made. A black clad figure smashed into the super-heroine.

The impact sent both Jess and Laura spiraling out of the air.

* * *

**FABOOM!**

Spider-Man stopped his swinging and clung to the edge of a building to see an entire building collapse as two flyers smashed into it.

"Oh fuck." Peter muttered as he realized this would attract more attention than they needed.

He looked to the sky to see more super-soldiers descending on them like flies. And if that wasn't enough, a full-sized mech stomped around the side of a building, its mounted turrets locking onto the red and black vigilante.

Spider-Man back flipped off the wall just before it exploded under the hail of shrapnel.

Spider-Man flipped and twisted through the air, slashing one terrorist with his talons before all four of his waldoes extended from his backpack. The red scythe-like blades slashed through the air, cutting through more and more of the terrorists.

He bounded off their falling bodies and leapt onto the top of the mech's cockpit. The pilot looked up from his seat to see the terrifying visage of the enraged Spider-Man.

Peter slammed his hands through the glass, grabbing the terrified pilot and hoisting him into the air.

"I'm a take your robot now." He declared before throwing the man down to the streets blow, with a web net to catch his fall.

Spider-Man hopped into the pilot's seat and took hold of the controls. He tested the joystick and saw the arms of the mech move, smashing into the side of a building.

"OOF!" Peter grunted as he saw the damage he had accidentally caused.

"Oops. Well…just like Uncle Ben said, it's like riding a bike…but instead of a bike it's a giant fucking robot!"

Peter turned his head to see a horde of super-soldiers and two more robots moving towards their location.

"Dammit, move!" Peter shouted pushing one of the pedals on the floor.

The red mech lurched forward, its giant foot smashing a car beneath its foot.

"Hope they have insurance…" he muttered before moving the machine's arm, leveling the massive cannons with the two incoming drones.

Spider-Man heard a crackling above him and looked up to see the speaker was blaring out orders in a mix of Russian and Korean.

"Sorry, I don't speak Russian, comrade." Peter muttered before squeezing the trigger on the control stick.

**BABABAAAM!**

Bullets erupted from the cannon and devastated the first mech to land. The red armor was torn apart, much to the surprise of the other forces.

Peter continued to squeeze the trigger, watching as the cannon popped off a barrage of burning metal into the metal hide, dropping the steel behemoth onto the demolished city streets.

"WHOOO-HOOO!" Spider-Man screamed as he unleashed another stream of bullets into the second robot.

The drone defended itself with its left arm; the limb was blasted apart before the mounted guns on its torso opened fire.

Spider-Man's eyes widened as his spider-sense blared. He moved the arms of the robot to shield itself from the hail of gunfire.

Warning lights flashed all along the cockpit as damage reports flooded the targeting screen in Korean.

"Shitshitshit!" Peter screamed.

He leapt from the seat and dived out of the open cockpit seconds before it erupted in flames, exploding in a shower of shrapnel and flame.

Spider-Man clung to the wall of a building as he saw the remaining drones stomp towards him, turrets swerving towards his position.

"Oh fuck me."

**KABOOM!**

The front of the mech exploded at a blast of yellow energy erupted from the robot and piece-by-piece fell from the sky like rain.

Peter turned his head to see Bombshell perched on top of a roof, hand burning with mutant power.

Peter grinned before his eyes caught six incoming terrorist rocketing forward with the use of their super-suits. They soared towards Laura before a single figure plowed through them like a missile, grabbing two of them and hurling them into the ground where they smashed into the ground.

Jessica Jones circled back around, shooting back toward the remaining flyers and barreled into them, smashing one in the stomach before grabbing another and hurling him into the remaining two.

Bombshell continued to bombard the flyers with blasts of energy before another robot landed just a few blocks from them. The red mech leveled its cannon at the array of buildings.

The pilot grinned as he prepared to fire, until a car smashed into the cockpit, crushing him.

The robot shut down as its command center burned between its legs.

Luke Cage brushed his hands, grinning at his handiwork.

"You know that car wasn't yours right?" Iron Fist asked as he stood next to his best friend.

"Does it look like I give a shit?" he responded before several shadows emerged above them.

"Incoming." Danny said.

"I see 'em"

**KRSSH!**

Iron Fist flipped back to avoid the five super-soldiers that had just body slammed his friend into the ground, creating a crater in the middle of the street.

"GET OFF!" Cage roared before another crater emerged.

Cage leapt out of the hole while slamming two men into the ground, cracking their necks in the process.

Three more emerged from the crater, ready to pummel the Harlem street fighter, but they were quickly taken down by the flurry of kick and chi infused punches from the heir to Kunlun.

Each blow shattered their bones as the Iron Fist beat them senseless.

"Who are these guys?!" Spider-Man shouted as he leapt down to aid the street fighters.

His spider-sense roared to life, causing him to spin around to see three incoming soldiers.

Before they could reach the wall-crawler, a red lad figure leapt off a rooftop and stomped kicked the center flyer before using a thin metal cord to wrap around the other's neck, pulling them down with him.

Daredevil landed gracefully on the ground while the terrorists smashed into the ground and a parked car, demolishing it roof. Daredevil retracted the wire back into his Billy club before turning back to his younger partner.

"I told you to always watch your back."

"Why do I need that when I got you guys?" Peter said with a grin before a monstrous roar echoed throughout the area.

"Uh…what was that?" Laura asked as Jess brought her down to the ground.

"Giant robots?" Spider-Man asked before the others gave him a deadpan stare.

"At least I'm trying to lighten the m—GURK!"

A blow of incredible force socked the hero right across the jaw sending him flying back as a gust of wind whipped past the remaining heroes.

"What the fuc—AK!" Bombshell scream as she was plowed through the stomach and sent hurtling back.

Jessica took to the sky to avoid whatever was on the ground, but found herself confronted by a swarm of insects.

"Oh shit!"

"Everyone! Fall back!" Matt screamed as she dashed towards Spider-Man. Cage ran through the encroaching swarm, grabbing Bombshell before leaping out of the cloud of insects.

"Hell of a time for her to go unconscious on us!" He roared.

"We don't all have unbreakable skin, Luke!" Iron Fist shouted back.

He ran alongside his friend. He broke from him to strike a fire hydrant, striking it in a way so that the water blasted towards the insets, swatting them out of the sky.

Daredevil helped Peter to his feet, whatever had hit him had been faster than his spider-sense and even Matt's own sonar-sight.

"S-speedster…" Spider-Man muttered as Daredevil helped his to his feet.

"What?"

"Speedster…you need to go, my spider-sense won't be much good, but I might be able to slow them down."

"I'm not leaving you behind! Neither of us can see them coming!"

"And they'll catch everyone if your not leading them! Get as many people into hiding as you can!"

Peter pushed Daredevil off of him and braced himself on a car.

"This is the most reckless plan you have ever come up with!" DD said as he pulled out his Billy Club.

"Come on, I fought off a giant scorpion-monster in my first year, I'm pretty sure I can do this."

"Good luck, Peter." Matt said before firing off his grapple, launching himself into the air.

"GRAAAHH!"

**THRAKOOM!**

Spider-Man turned around to see the massive form of the Abomination towering over him. Its orange eye burned with an unnatural hatred before it raised its massive fists.

"Well, you're big." Peter muttered.

"RAH!" A-Bomb roared bringing his fists down.

Spider-Man had just enough time to flip back, firing off a volley of impact webbing, bombarding the blue monster with gum-like cement.

"Gotcha!" he cheered landing on the hood of a car.

His joy ended when A-Bomb tore through the webbing with a monstrous roar. Gunks of silver goo coated the monster's body, but didn't deter the behemoth.

"Oh shit."

"GRAHH!"

A-Bomb leapt into the air, coming down with the force of a bomb. Spider-Man leapt back before the impact happened, just narrowly avoiding the shockwave that ripped apart the street.

The area shook like an earthquake had hit, and Spider-Man balanced himself on the broken end of a streetlamp. He eyed the monster as the smoke cleared.

The Hulk-like beast snarled up at the agile fighter and stood and popped his talons and his four red waldoes. The white lenses that outlined his eyes glared down at the monster, who gained an eerie grin.

Spider-Man felt the tingle; right after a blow had socked him in the jaw, sending him flying.

He crashed into a demolished car, the impact shaking his body like a ragdoll. Spider-Man grunted as he stood, weapons readied.

"Guess this bastard's back…" He muttered as he looked around.

"Gah!" he screamed as two blows found their way into his stomach and chin. He smashed into the car again, destroying what remained of its window.

"Grah!" he screamed taking a wild swing at a passing blur. His waldoes frantically slashed about trying and failing to clip his target.

"Stand still, dammit!" he screamed while firing off strands of webbing around the area.

The blur slowed slightly to bob and weave over the obstructions, gracefully leaping and ducking under the webs.

Spider-Man could make out a vibrating blur of white, but his attention was stolen by the thundering steps of A-Bomb.

Spider-Man leapt into the air, avoiding a massive fist that cleaved a car in two. The vehicle exploded in a flash of fire, bathing the creature in flames.

"Hrrrnn!" It growled as the speedster bolted towards the falling Spider-Man. Before his spider-sense could activate, he felt a powerful kick slam him in the gut, sending him careening into the side of a bus.

He smashed into the metal hull, tearing through the metal wall and reaching its other side.

Smashing into the concrete, his red waldoes pierced the ground in an effort to slow him down. The act worked, leaving a mess of scars in the concrete.

"Ah…" He moaned while gripping his now bleeding side. "Motherfucker that hurt…"

The teen looked up to see the looming shadow of a woman in a white speed suit smirking down at him.

"Not so tough now, are ya?" she sneered.

"F-fuck you…bitch!" Peter sneered back.

"Hmph!" Hurricane grunted before smashing her foot into the hero's skull, knocking him unconscious.

"Another 'hero' down. Colonel, this Hurricane, guess who I just caught?"

* * *

**Time Square**

"Roger thatHurricane. Drop him off with the other and report back. Send the monster back with you." The Colonel tapped the side of his communicator, ending the conversation.

He and the remaining Liberators stood in the center of the demolished Time Square. The once massive jumbo-trons now lay in shattered glass and burnt steel. Smoke and dust billowed up from their surroundings.

"Is it everything you hoped for mon ami?" The Schizoid man asked his Arabic leader.

The Colonel said nothing as he continued to watch the area around him burn and crumble.

"Have you're duplicates found anything?" He finally asked after a brief period of silence.

"No, nothing yet."

"Dynamo, anything from the Europeans?"

"No. My men have secured all the nuclear facilities and Hydra has gotten their hands on the nuclear codes. The EU won't risk sending in their super-soldiers now that we have America's nuclear arsenal."

"I say we round up as many civilians and cart them out of this rat-infested city." Swarm said. "We can nuke it after, just to show that we mean business."

"No." The Colonel said.

"Why not? As long as no innocents are hurt, this city can burn for all I care."

"La dame has a point monsieur." Schizoid Man said.

"Dah, but it wouldn't help us any." Perun said as he sat on and upturned piece of rubble, hammer resting by his side while his scythe dangled from his belt.

"If we nuke a city, even if there are no casualties, the world will still see us a lunatics. America is the only country to ever use a nuclear weapon, I think it best if history remembers that."

"Hmm, I guess so." Swarm said turning away from the group. "Brace yourselves, the monster's back."

The group looked up to see a massive blue figure hurtling down from the sky. It smashed into the remains of a building, bringing the structure down in a cacophony of steel, glass and concrete.

**BRAKKOOM!**

The Abomination came barreling out of the collapsing structure, sprinting towards the group before slamming his legs into the ground to slow himself. He skidded to a halt in front of the Colonel, snarling like a rabid dog.

The Colonel showed no sign of fear as he stared the orange-eyed monster down.

The group waited as the monster snarled at the defacto leader, fists shaking in rage, before it stepped down, backing up a step, but never losing its enraged look.

"Hurricane's coming." Swarm said as a gust of wind whipped past her face, kicking up dust and rubble.

"Dropped the brat off with the others. Kid had a mouth on him."

"He's an American." Dynamo scoffed stomping away from the group. "They always talk big, but never deliver."

"I'm pretty sure Tony Stark delivered." Schizoid Man said.

"Grah!" Dynamo nearly screamed, resisting the urge to obliterate the Frenchman, if only because he knew the Colonel and his 'team' would retaliate.

"Look what Stark has wrought them! This!" Dynamo gestured to the dozens of destroyed buildings and the burning streets.

"Stark destroys everything he touches! They are a curse upon this planet!"

"Funny, I'm pretty sure all that was done by you." Hurricane muttered as she looked at the destroyed city. "All our super-soldier's wrecked the buildings, but all the bloody bodies around the bullet holes came from you."

"They were collateral damage!" Dynamo sneered.

"Enough." The Colonel said as he walked over the destroyed streets.

"Hurricane, find the President. Once we have him, we'll be one step closer to our goal. Schizoid Man,"

The Frenchman looked up at his leader. "Wi?"

"Take a search party and dig up Captain America. I want to be notified as soon as you find him."

"Ah…" Enchantress mused as she strode over the destroyed landscape with Skurge the Executioner in tow.

"The moment we've all been waiting for. The public executions."

"This will be good. Maybe we should give them free elections." Hurricane suggested. "I understand there have been concerns about whether the votes actually count."

"Wi, I say we get rid of this 'electoral college'. It makes no sense now." Schizoid Man added.

"Enough talk. The people will get their freedom, only if we find and kill their current tyrant." The Colonel said as he turned to the team's speedster.

"Hurricane, go."

"Fine." The Korean shot off down the streets, tearing the ground as she did so.

* * *

**Washington DC, The Whitehouse**

Massive trails of debris flew into the air as Hurricane ripped across the city, sending cars and rubble flying.

Several Terrorists saw the approaching cloud and braced themselves as a massive gust of air barreled into them as Hurricane broke through the walls of the damaged building.

She tore across the mansion's grounds, searching every room at inhuman speeds. Every closet, every bed, every bookshelf was overturned, destroyed, or eradicated as she looked for the secret bunker.

She finally stopped in the Oval Office where several members of the cabinet were laying on the ground with their hands over their heads in a form of cooperation as numerous super-soldiers surrounded them.

Several other armed men in green masks and combat gear surrounded them, a multi-headed snake was emblazoned on their suit's shoulders like patches.

Hurricane tore the rug from off the floor, reveal a circular vault door embedded in the floor. Hurricane looked to the soldiers around her. One of the men tapped his com-link to speak.

"Command, we'll need some thermite charges to get into the bunker."

"**ETA 20-minutes. Secure any exits." **Viper ordered.

"Don't bother." Hurricane responded as she placed her hands on top of the door. Grinning in excitement, she began to rapidly vibrate her hands on top of the vault door, super-heating its metal structure until it turned to liquid metal.

* * *

The ceiling door caved in, allowing the smirking Liberator to leap down into the bunker. Landing on the cement floor, Hurricane rapidly scanned the bunker with super-human speed, finding no trace of her target, or that the bunker had even been used.

Using her enhanced muscles, she leapt out of the manhole and landed on the carpeted floor.

"Command, this is Hurricane, target isn't here."

"**See if any of the cabinet members know. The longer the President is missing, the more our operation remains at risk." **

"Alright, I'll ask around." She responded. She turned to see several members of the cabinet glaring up at her, some in fear, and others in rage.

Hurricane smirked at the show of bravado but quickly silenced it by vibrating her hand to saw through the President's desk, cleaving it in two.

She grabbed a man by the back of his collar and slammed him on top of the broken desk.

"You gonna tell me where your boss is?" she asked in a sadistic tone, her hand hovering dangerously close to his neck.

"G-go to Hell!" he muttered, closing his eyes in fear.

"You first." She whispered into his ear before her hand carved through his neck.

Blood gushed out of the stump like a fountain, painting the room in crimson paint.

"GIAAAH!" a woman screamed in fear, scrambling from the floor. Two Hydra soldier grabbed her by the arms and threw her to the ground. A third soldier cocked his rifle and popped off a few rounds into the women's chest, ending her screams and releasing more blood onto the carpet.

Hurricane grinned. She tapped her com-piece and spoke.

"Sorry Colonel, none them are talking. They tried to resist to. Two are dead and I honestly don't think the others know. Unless you want me to be more…persuasive."

* * *

Al-Rahman sighed in barely held contempt for the speedster before he responded.

"Negative Hurricane. Scour the area again."

"**You sure? There are still a few more members of staff that might know a thing. Shouldn't be too hard to make one of these pigs squeal."**

"You have your orders. Follow them." He barked to her. He ended the conversation by tapping the earpiece again, ending the call.

"Ya know…we haven't found Air Force One yet." Perun muttered, catching his leader's attention.

"Really?" he asked, intrigued.

"Yeah. It wasn't in its hangar. You want me to take a search party?" he asked, knowing his leader's response.

"Do it. Tear it apart, as long as you get him, it won't matter what happens next. Dynamo, I want you to have your men move the Fantastic Four and the X-Men to Washington. They'll be first up for the executions."

The red suited man grunted before taking off into the sky, leaving a plume of smoke in his wake.

Perun raised his hammer and his sickle and floated off the ground and towards the sky. He signaled to a small platoon of soldier and the pair of giant robots around them to follow him.

The group took to the sky as Al-Rahman watched. "Swarm. You're with me. We'll meet back up with the others in Washington. A-Bomb."

The monster snarled in response, but followed begrudgingly.

"Ah, chaos, how I've missed you." Amora said as she admired the destruction her plan had wrought.

* * *

**Triskelion**

Hundreds of people bustled over the fallen bastion of SHIELD. The island was covered in smoke and fire with warships hovering over it like vultures.

Super-soldiers and Hydra foot soldiers marched across the island dragging out any survivor they could from the burning rubble.

* * *

On one part of the Island, two soldiers dragged Betty Ross out of the rubble; guns loaded, and pulled onto a gurney. Through her blurred vision, Betty could see Victoria Hand in a similar position.

"Get those two, and bring them with us." A doctor said as he leaned over his latest patient.

"They're both in the PR department and were responsible for promoting the Ultimates as heroes. They'll pay with their lives."

"What of their super-soldiers?"

"Kill on sight were the orders."

"This one might be hard to kill." A Super-soldier said as he and several more men dragged the beaten and bloodied form of She-Hulk out of the crater Skurge had put her in.

"Abomination and the Executioner really did a number on this bitch, didn't they?" one man said.

"Yeah…makes you wonder what else they did to her." Another said as he eyed the naked giant's curvy body.

"Keep it in your pants. We have orders to execute them all by tomorrow."

The lead doctor ignored the vulgar comments of his subordinates, as the subject in front of him deserved more attention. Below him lay the one-armed Nick Fury, Director of SHIELD.

"Isn't he quite the catch?" The doctor chuckled as he tied up the bloody stump that used to be Fury's right arm.

"We'll need to cauterize that wound. We can't have him dying when he's not on national TV."

"Quicksilver, Scarlet Witch and Giant-Man are all accounted for. The only Ultimate we're missing is the Wasp. Maybe we should send out a search party." A soldier suggested.

"Forget it. What's the point of killing her? She's a woman who can make herself smaller and weaker, what's she going to do?"

"What about Iron Man and Widow?"

"Stark is locked up in his tower with one of ours, and Widow is still off the grid. We'll find her."

* * *

**Stark Tower, Penthouse**

"Rumiko…" Tony whispered as he stood over the dead body of his once lovely girlfriend. The blood caked on the floor like a bad paint-job as the lifeless body rested on it.

"Oh please stop blubbering. You would've dumped her in a month."

"I loved her." He responded still not looking up from his ex-fiancée's body.

"Spare me. Now move." Han Yinsen muttered as his cybernetic arm sparked to life, its glowing core burned with energy, ready to fire on command.

Tony slowly moved away from his dead girlfriend and past the headless corpse of his life-long butler and friend, Jarvis.

"I'm sorry Jarvis. This was my fault."

"Your damn right it was. All of this" Han gestured to the dead bodies and the destruction outside. "is your fault."

"The name Stark may be loved here, but it's hated everywhere else! Your name alone is associated with the worst murderers, cartels, and warlords on the planet!"

"They were never meant for them…"

"Last I checked, it wasn't the road to heaven that was paved with good intentions."

"I changed." Stark said as they walked past the bar's counter and into his armory.

"That's what they all say, but have you? You built a suit of highly advanced armor to fight for America. Was that the promise you made to my father when you let him die?!" Han roared.

"I tried to save him!" Tony roared back, spinning around. "He died saving my life while I was trying to save us both!"

"You're a liar! You left him to die!" Han screamed.

"I tried to save him!"

"Shut up!" Han roared, backhanding him across the face.

"Oof!" he grunted as he hit the table, scattering the few silver canisters that were stacked on the table.

Unnoticed by Han, Tony grabbed a thin bullet-like cylinder from the table, gripping it in his fist.

"You're a liar and a butcher! The blood of millions is on your hands!"

"I know! Goddamn…do I know!"

"Do you?! When'd you realize that? Huh? Huh?!" Han screamed pointing his arm-cannon at the downed billionaire.

"When you're father gave his life to save mine! Do you even know what happened? Or did you just assume the worst?!"

"You left him to die while you got away in a fancy suit of armor!"

"That is not what happened!"

"Then why don't you tell me what happened!" Han yelled grabbing the man by the shoulder. The burning heat from the cannon seared the flesh from his arm.

"GIAH!" he screamed as Han threw him back onto the ground.

The enraged man pointed the cannon at the downed hero. "Explain it to me!"

* * *

**East Asia, Three Years Ago**

"Guh…" Tony grunted as he slowly opened his eyes. His ears were ringing and his eyes were blurry and his head throbbed. Every breath he took brought in hot dry air, making him cough which in turn made the pain in his chest even worse.

"Gah!" he screamed as he grabbed his chest in pain.

"Easy Mr. Stark!"

Tony's eyes turned to see an older man leaning over him. He quickly checked Tony's chest, seemingly searching for something. When he didn't find it, he sighed in relief.

"You're alright Mr. Stark. The wound hasn't opened again."

"W-what wound-!" Tony gasped, trying to sit up, only for a deep pain to surge through his chest.

"AGH!" he cried collapsing back on the bed.

"Stop! You can't move too much!"

"What wound?!" Tony screamed, trying to sit again.

"Mr. Stark, if you don't remain still I will sedate you!" the man yelled a she raised a needle with a clear fluid in it.

Tony reluctantly ceased his movements as the man helped him to sit up right with several folded blankets being used to support him.

"W-w-where…a-am I?"

"East Asia. In the mountains."

"M-mountains? I-no that cant be…I was in Beijing! At a conference!"

"I know. I spoke out against you, if you remember."

Tony squinted, trying to focus his eyes on the man in front of him. Slowly, the man came into focus. He knew him. The old man wearing a pair of thin glasses. He knew him.

"You—you're Ho Yinsen…you were at the conference!"

"Yes. Sadly I was abducted by these men just as you were."

"Ab-abducted?"

"They attacked your convoy…you were injured."

"I-is that why…" Tony muttered placing a hand on his chest. He felt the bandaged area, only to feel a cold metal plate.

"W-what is this-? What did you do to me?!" he screamed as he tore at the bandages.

"No Mr. Stark!" Yinsen yelled as Tony tore off the remaining bandages. Beneath the dirtied wrappings lay a thick steel plate with several wires stretching from the cent, connecting to a car battery resting on a nearby table.

"I don't…"

"Shrapnel. From a land mine. Your design, if that wasn't ironic enough."

"W-what?!"

"There's a magnetic harness contained in that chest-plate. We call your condition 'The Walking Death'. It takes days for the shrapnel to reach your heart, but this device will keep them in place."

"W-why…why are we here?" Tony asked, looking up from his chest.

"Why do you think?"

Just then, the doors to their hut opened for several men carrying rifles. Yinsen stood up and put his hands in the air.

"Quickly! Do as I do!" he said to Tony.

Tony did his best to imitate the man, but he couldn't stand up on his own, all he could do was raise his hands in surrender.

The men barked commands in Chinese; a language Tony wasn't the best at speaking the language, one of the many flaws that went with his trip.

Yinsen responded to the commands as the men continued to point their weapons at the two. After a few more tense moments, a new man entered the hut.

He was dressed in green, worn, military fatigues. He had a large body and stubble growing across his face.

The apparent leader barked off some more Chinese, leading Tony to look at Yinsen for the translation.

"His name I Wong Chu. Leader of the Ten Rings."

"I've never heard of him." Tony whispered back.

"You should have. He's your client."

* * *

**Later**

Tony sat, slumped on the bed, while he tinkered with his new design. He was also nursing a newly given knife wound in the leg, courtesy of Wong Chu.

"I told you, you shouldn't have spoken." Yinsen said as he sipped his tea.

"I refuse to make weapons for that man."

"You didn't have a problem with it when you were half a world away."

"I didn't know he was getting my weapons!"

"Of course you wouldn't. You never cared who you sold your weapons to as long as you profited."

"I don't want to hear any one of your lectures. We're not at a conference." Tony snapped back.

Yinsen sighed. "Only now, in the depths of Hell itself, do you see the error of your ways."

Tony chuckled bitterly. "The error of my ways…ha. Well now that I've repented I can sit here and die in peace."

"You could resign to yourself to your fate, or we could try to escape."

"Escape…hehe…yeah I don't think so. Even if we had a suit of armor we'd still…" Tony trailed off.

"Mr. Stark?"

"What'd they give us?" he asked suddenly bolting from his seat and tearing through the pieces of equipment that Wong Chu had given them.

"Munitions and armor plating for rockets. He wanted you to design that new weapon for him. Your…Jericho Missile, was it?"

"Yeah…but maybe we can make a weapon."

"Tony, I appreciate you want to live…"

"Get me some paper…and pen!"

Yinsen sighed and handed the younger man a piece of parchment. A pencil followed soon after as Tony began to viciously tear into the paper with the ink-tool. Yinsen couldn't see what he was drawing but saw Tony's eyes were constantly darting to everything in the room.

"So you will make him a weapon." Yinsen sighed as he sat down in his chair.

"No." Tony declared. "I'm making us a weapon. I built one as a kid…Ugh!" He tried to stand but fell to his knee grasping his chest in pain.

Yinsen knelt next to him and helped him to stand, before placing him back down on the bed.

"You're pushing yourself Mr. Stark."

"D-doesn't matter…once…once we build…these…" Tony handed him the crumpled paper held in his fist. Yinsen took the dirtied parchment and unfolded it, smoothing out the wrinkles to see a crude drawing of what looked like a humanoid robot.

"Mr. Stark, this…we can't build this. We don't have the equipment or the parts to fabricate this robot."

"N-not…a robot." Tony gasped as he clutched his chest more tightly. "A suit!"

Yinsen looked at the design again. "An armored suit…an Exoskeleton. We can make a suit."

"N-no…we can make two." Tony said while grinning like crazy.

* * *

**Three Days Later**

"Yinsen!" Wong Chu screamed as he smashed his fist against the door to the hut. "Open up! It's been three days! Where are my weapons! Stark!"

The Asian general tried to open the door, but found it blocked. He swore in Chinese before screaming for his men.

Soon, several armed soldier were rushing towards him.

"Break this door down!" he ordered.

**PEWT!**

Wong Chu's head exploded from a single bullet bursting through the hut's door.

Blood splattered onto the faces of the men outside who stood in shock as their leader collapsed on his back, a large hole in his skull.

**KABOOM!**

The entire hut erupted into flames as the explosion killed all the men around it. Bodies flew as the flames leaped into the sky like a beacon to every member of the Ten Rings. The soldiers ran for their guns, ripping the rifles from their racks and rushing towards the source of the explosions.

The soldiers pointed their rifles at the burning hut as two large shadows stomped through the inferno.

The first was a large titan made of solid grey metal, making him look like a classic metal robot.

Beside the grey-man was a being of similar stature and design, but with a distinct red paint job added to its shoulder's and chest.

Wasting no time, Tony raised his right hand, sparking the match underneath his wrist, and squeezing the in-built palm trigger.

Instantly, a wave of fire flooded the air in front of him, crashing down on the militiamen, setting them all ablaze.

The red one raised his left wrist. Yinsen pulled the trigger inside his glove and watched as bullets spewed forth from his wrist-mounted machinegun, tearing through the men that surrounded them.

"Yinsen!" Tony shouted pointing towards a rapidly approaching jeep.

Mounted on the vehicles roof was a massive machine gun, cocked and loaded. The man on top gripped the trigger and squeezed. The muzzle flashed a bullets fired from the barrel.

Tony moved forward, pushing the hydraulics in his suit to move faster. The heavy thud of his boots was the only thing that alerted Yinsen as Tony grabbed him, pushing him beneath his suit as the bullets collided with the titanium alloy.

"GAH!" Tony screamed as he felt the impact of .50 Caliber rounds hammer against his back.

Yinsen moved his wrist out from his under his companion and began to blind fire his weapon.

The bullets whipped around the camp, striking any unfortunate man not taking cover and forcing the jeep to back up while the gunner ducked inside for cover.

Feeling the barrage of bullets weaken, Tony charged towards the retreating Humvee, pushing his mechanical muscles to the max.

"RAAAAH!" he screamed before slamming into the front of the jeep, shattering its radiator and killing the driver on impact.

Not wasting any time, he grabbed the underside of the vehicle and roared as he lifted it. He could feel his muscles straining as the hydraulics in his suit lifted the vehicle off the ground

He flipped the jeep onto its back, crushing the machine gun as it landed.

Tony fell to his knee as he felt is chest tighten. The magnet in his chest was training, drawing as much power from the suit's internal battery.

Tony turned to see Yinsen firing one of his two wrist mounted rockets from his right wrist, destroying another jeep and sending it flying.

"Yinsen! Keep moving!" Tony screamed. He trudged onward through ragged breaths. Spewing his flame-thrower when enemies drew near.

Yinsen grabbed Tony by the arm and dragged him up. "Don't stop Tony!" Yinsen yelled, pulling the struggling man to his feet.

"C-chest! Hurts to…breathe!" Tony wheezed out as Yinsen helped carry him.

"Not much farther! There's a helicopter near the edge of the base! They use it for supply runs, we can use it!"

"W-what are we…waiting for?" Tony gasped.

Yinsen smiled under his helmet and pulled Stark along towards the helipad.

The two stomped towards the awaiting chopper until a hail of gunfire pelted them from the side. The bullets ricocheted off their armor, but still served to annoy the two armored men.

"If those bullets hit the chopper then we're stranded!" Tony shouted.

"Start the chopper I'll get them!" Yinsen called out charging forward with inhuman speed. His heavy armor stomped the ground as he barreled towards the gunners. He shielded himself with his arms as the men peppered him with gunfire.

"AAAHHHH!" he screamed, crashing into one of the men, sending him flying.

Yinsen spun around, releasing a torrent of bullets into the soldiers attacking him. Blood erupted from their bodies as the ammunition tore away their flesh.

Yinsen fired off another rocket, blowing up a group of soldiers. He turned around to see a large stockpile of weapons ranging from machine guns to land mines and rocket launchers.

Yinsen looked at the stockpile and then towards the still parked helicopter. His eyes returned to the stores of weapons as he made his decision.

* * *

Tony could feel his heart pounding in his chest; his muscle ached as he felt the cold sting of shrapnel. Even with the harness, Tony knew even the slightest glitch could kill him. But as he ran through Hell itself, he knew it didn't matter.

Pushing his suit to go as fast as it could, he sprinted towards the chopper. He smashed through the two guards protecting it, hurling them away with his enhanced strength.

His suit's metal frame clanked against the chopper's metal floor, and he could feel the vehicle groan with his extra weight.

He moved towards the cockpit and flicked on the ignition. The slow hum of the helicopter's engine brought an ecstatic grin to the billionaire's face.

He looked outside, searching for Yinsen, and his smile fell as he saw the man head deeper into the camp.

Tony snarled under his helmet. 'What is that idiot doing?! Screw it I'm taking off without him.'

Tony primed all the rotors, a sense of relief washing over him as he heard them pick up speed.

He gripped the joysticks and prepared to lift off, only to find he couldn't. Tony looked between the clear sky and the burning camp. His mind screamed at him to go, fly away. But he couldn't.

"GRAH!" he screamed, slamming his hands into the dashboard. He looked up at the camp and finally came to a decision.

* * *

**BABABABARAK!**

Went the sound of machine guns as Yinsen mowed down two more men. He stomped toward a large crate of oil drums and used his fist to break them open, spilling the precious resource that was housed inside.

Yinsen aimed his wrist at the fuel and pressed the trigger, only to hear the churning of metal. He looked down at his wrist to see two bullets jammed in the firing chamber.

"No…nonono! Dammit work!" he screamed, failing to eject the jammed bullets.

He looked towards a small set of crate and broke it casing, spilling its contents onto the floor.

He picked up one of the dozens of hand grenades and slowly moved towards the exit of the supply dump. Once he reached its edge he tried to fit a finger through the pin.

"Yinsen!"

The older man turned to see Tony running towards him.

"Tony? What are you doing? I told you to start the chopper!"

"I couldn't just leave you here! The chopper s primed, what the Hell are you waiting for?!"

"I can't leave! Not with these weapons still here! More of them will come and they'll just start all over again! I need to end it!"

Tony saw what his companion was trying to do and pushed him back, stepping closer towards the ammo dump.

" I got this! Stand back!" he exclaimed as he held out his wright wrist. Squeezing the trigger, a jet of flames erupted from his wrist, igniting the fuel-stained floor.

"It's done! Now move!" Tony screamed a she pushed the older man along with him.

The two men dashed across the burning camp before the silo exploded in a massive fireball that sent shrapnel and fire raining down.

The metal fragments bounced off the two men as they struggled to make it to a helicopter.

"GAH!" Tony screamed as his chest throbbed again. He fell to his knees, hand grasping at his chest plate.

"Tony!" Yinsen cried as he helped the young genius along.

"Battery! It can't take much more!" he screamed as Yinsen pulled him towards the chopper.

"Just a little more! I promise we'll get of of this!"

Unbeknownst to the two men, a surviving soldier hefted a large object over his shoulder. The man took aim at the two armored individuals with the RPG and snarled, pulling the trigger.

The boom of the ignition was the only sound that alerted the two men to the incoming rocket.

"Tony look out!" Yinsen screamed pushing the man out of the way.

**FAKOOM!**

The missile exploded against Yinsen's chest plate, destroying the armor and sending the frail scientist flying back with smoke billowing from his chest.

"YINSEN!" Tony screamed before wheeling around to see the insurgent loading another rocket.

"No you don't you son of a bitch!" he screamed before firing off one of his own arm-mounted rockets.

The man's eyes widened in terror before the projectile struck home, incinerating him a blazing inferno.

Tony rushed towards his downed friend. Wrenching his own helmet off, Tony fell to his knees as he kneeled over the downed doctor.

Tony tore off Yinsen's helmet to see the doctor breathing hard, blood spilling from his mouth.

"Oh my god…" Tony muttered in shock as he looked down at the massive burns on his friend's torn chest. The flesh was filled with metal fragments and bloodied tissue.

"T-T-Tony…!" Yinsen coughed out, blood spurting from his mouth.

"God Yinsen! Just stay still! I'm gonna bring you to the chopper, we're gonna get out of here!"

"N-no…leave…get out…"

"Just give m a second! I can get you out of here!"

"T-too…l-la—"

"Stop talking!" Tony's creamed as he began to drag Yinsen towards the chopper.

"I can do this! We can both make it out of here!"

"N-no…listen to me…please…I can't make it…I won't."

"Just stop talking!" Tony yelled as they made it to the chopper. He lifted Yinsen up from under the arms and dragged him onto the chopper.

"Tony!" Yinsen gasped, grabbing Tony by the back of the neck.

"J-just listen! Please!" Yinen begged as more blood pooled on the chopper's floor.

"Yinsen just hold on! I can get you out of this! I can get you home! Please! Just lay still and I can save you!"

"D-don't…don't save me…save the world…" Yinsen gasped as his grip weakened.

"What?" Tony asked, baffled by the man's words.

"Y-your weapons…they killed so many…now you see it…don't you…you see what you've d-done…fix it…fix the world…"

"Yinsen…I…" Tony started.

"I-I don't care what you live for…just live for something more! L-live for more than yourself…promise me…you'll do t-that…"

"Yinsen?" Tony asked as the man's grip fell slack.

"Yinsen? Yinsen no!" Tony screamed as he shook the man, hoping. Preying for a response.

"Yinsen…" Tony cried as he saw his friend die.

"I promise…I promise I'll fix the world…I promise I'll live for you…and all of those I've hurt…thank you…thank you for saving my life…"

Tony just sat there, kneeling over the dead friend he now cradled in his arms.

* * *

**Present**

"Liar…" Han muttered as he kept the cannon pressed against Tony's back.

"You're lying!" Han screamed increasing the energy output in his hand.

"GAH!" Tony screamed as the burning became worse.

"It's the truth!" He roared out.

"No! NO! You twisted it! Tell me what happened! I want to hear how you let my father die!"

"I tried to save him! That's what happened!"

"Shut up!" Han screamed grabbing the man by the neck and hurling him across the room.

Tony smashed through a glass case, landing painfully on the floor.

"Gah!"

"It doesn't matter…you turned Iron Man into a weapon for America…it was suppose to be for the world!" Han screamed as he marched closer to the downed hero.

"Now you die for your sins!" Han said with a sneer.

Tony didn't look up, but he spoke. "Jarvis…are you online?"

"**Affirmative."**

Han spun around, only to be met with a cold metal fist that sent him flying across the armory and into a metal workbench.

Tony looked up to see the glowing blue eyes of one of his Iron Man suits. The older model was a bit bulkier, and the color a much darker grey and red than his new suit, but the design was roughly the same.

The suit offered its hand to Tony who gladly took it and moved behind the armored weapon.

"**Are you alright sir?" **Jarvis asked.

"Fine…" Tony responded.

"Not for long!" Han roared as he fired off a blast from his hand, striking Jarvis across the chest. The armor melted under the attack, but Jarvis didn't fall, he raised his right palm and fired off a blast of blue repulsor energy.

Han ducked, letting the blast destroy the table behind him as he fired off another blast striking Jarvis across the Helmet, melting half of it.

Tony dashed across the room, sliding under a table as the two continued to battle.

Jarvis rocket off the floor and slammed Han into a wall, grabbing his mechanical hand he squeezed, shattering the metal prosthetic with a sickening crunch.

"GAH!" Han screamed before slamming his left palm into what remained of Jarvis's helmet. With a sadistic grin, his palm opened to reveal another cannon, blasting the remaining portion of the helmet into dust.

Han fell forward on his one good arm, panting from the pain.

Before he could recover, Tony jumped him, tackling him to the ground face first.

"Ugh!" Han grunted as Tony sat on his back, pinning him. Not wasting a second, Tony slammed the metal bullet into Han's neck, releasing its contents straight into his bloodstream.

"Gah!" he screamed a she felt the syringe pierce his neck.

Using his hand, Han fired off a blast at the ground, throwing both himself and Tony into the air before painfully landing back down.

Han rolled onto his side and stood, aiming his weapon at Tony's skull.

"The Liberators wanted you alive for the execution! But I think they'll accept a corpse either way!"

Han commanded his arm to fire, but it didn't.

"W-what!?" he screamed in confusion as his weapon refused to fire.

"Hehehe…" Tony chuckled as he slumped against a wall, a knowing grin on his face.

"What did you do to me Stark?!" Han roared in anger.

Tony simply tossed the metal casing onto the ground in front of Han, allowing him to see a number and letter etched into the metal case.

"That's a nanite payload." Tony said as he slowly stood up.

"They're the same nanites that let me control the Iron Man armor. And guess who control's them."

Han tried to respond but found his jaw tightening.

"No guess? Really? I'm a little disappointed." Tony said as he walked towards the demolished workbench.

"I control them. Now, if you were a normal person, I would only be able to freeze up your nervous system. But since you integrated yourself with biomechanical parts…I can do this. Choke yourself."

Han's eyes widened in terror as he felt his hand move against his will and wrap itself around his own throat. His hand began to tighten, squeezing around the flesh of his neck until Han felt his air supply begin to run dry.

"Gak!" he cried out at his eyes bulged.

"Y'know people say that you can't choke yourself. I'm wondering if that's true." Tony said as he picked up a large metal wrench.

He watched Han thrash about in agony until he sighed.

"Stop." He ordered.

Instantly Han released himself and greedily gasped for air.

Tony walked over to the panting terrorist and kicked him in the back, flooring him.

"Jarvis? You good buddy?" He asked out loud.

"**Affirmative, sir. I've take control of the building's security and have dispatched multiples armors to free any hostages in the building."**

"Awesome." Tony responded.

"H-he was an AI?" Han gasped as his body continued to fight him.

"No. He was just using an LMD body. Jarvis is as alive and real as you and me. But terminal brain-cancer isn't good for your health so his body is being stored here until I can find a cure. I ambitious like that. But in the meantime I didn't want him sleeping ten years of his life away so I mapped his brain patterns onto my systems and voila, a soul in the machine as it were."

"T-Tony wait…I can help you!"

"Help me? Nah. You think I was explaining Jarvis's condition for kicks? First rule of being a businessman, learn to multi-task. I've been downloading every thought in that head of yours into mine. All your plans, battleship designs, and even the number of troops you have here in New York, let alone all your other troops across America."

Tony lifted the wrench over his shoulder as he glared down at the murderous sociopath beneath him.

"T-Tony wait!" he cried out as he realized what was about to happen.

"You shamed your father and everything he stood for, you selfish son of a bitch!"

Tony brought the wrench down hard, swatting Han across the jaw, breaking it in one fell swoop. He lifted the wrench again and brought it down, cracking the man's back.

Again and again he pummeled Han, blood spurted from the man's wounds as Tony wailed on him. Every shrill cry, every muffled sound of agony spurred Tony on until he finally ended it, bringing the wrench down on Han's skull.

**THWACK!**

Blood splattered onto Tony's face and chest. But he didn't care. He looked down at the beaten corpse, but he didn't smile. He felt no satisfaction from this death.

"That was for Rumiko." He said before tossing the bloodstained wrench aside. He walked past the bloodied corpse and approached a locked case that contained a plug suit.

"Jarvis…prep my armor."

"**Affirmative, Sir."**

* * *

The doors to the penthouse burst opened as four Iron Man suits marched through the doors, repulsor's ready for a fight. Pepper and Happy jogged in after them, both armed with guns when several more security officers marched in holding their own weapons.

The group paused when they saw the two dead bodies on the marble floor.

"Oh my god! Rumiko!" Pepper screamed before rushing over to her dead friend. She kneeled down and saw the massive hole in her stomach.

"Oh Rumiko…"

Happy cringed at the sight of his boss's dead lover and turned to look down at the headless corpse of Jarvis's LMD.

He looked up to see that the door to the armory was wide open and the armors had ceased moving.

Happy slowly walked towards the open vault, followed closely by Pepper and the remaining security guards.

They entered to find the bloodied corpse of one Han Yinsen lying prone on the ground. The group looked up to see Tony wiping off the blood from his face. He was wearing the blue-circuited plug-suit that he usually wore under his armor.

"Tony!" Pepper cried out.

"Good to see you all…" he said half-heartedly.

"Is the building secure?"

"Yeah, Jarvis cleared the lower floors…" Happy said. "Tony, Rumiko is d—"

"Contact Stark Satellite command. Tell them to prep Iron-Man Six. I don't care if it's not finished as long as it flies and shoots. Jarvis, my suit."

"**Prepped and readied sir." **Jarvis responded.

"Good. Pepper, Happy, stay here and hold down the fort. I'm going to need every form of communication we still have.

Happy reluctantly nodded. "You got it boss."

* * *

**Hel**

Fire, smoke and ash billowed round the burning and charred landscape that was the land of the dead. Pits of fire roared as lava pooled over like water.

In the center of the horrific domain was a massive tower. The jagged spire seemed to stretch on forever, but inside was a massive throne room.

Torches of fire were the only source of light that illuminated the massive throne that was built into the balcony like structure.

On the throne sat a tall beautiful woman adorned with a spiked crown and a green dress that was slit up the sides and the middle. The woman's eyes glowed an eerie red.

Hela, Goddess of the Dead, smiled at the scene of her domain.

The pale spirits of the deceased walked towards the tower that Hela ruled, ushering themselves into the next stage of their lives.

Hela's frown dropped as she felt a familiar, yet odd, presence enter her domain.

"Loki." Hela said as she turned away from her throne to see the young trickster walking into her chambers.

"How pleasant of you to come visit me." Hela said as she sat down on her throne.

"Lady Hela." Loki said with a bow.

"I need your help."

Hela said nothing as she gazed down at the young god.

Loki remained calm, but deep down he knew one wrong word could mean his death.

"Why come to me?" Hela asked as she leaned back in her throne, casually playing with the strap of her dress.

Loki willed his eyes away from her actions, avoiding the peaks of flesh he could glean if he stared.

"You're the only person who might've possibly listened to my request without incinerating me."

A rare smile graced the goddess's lips.

"Very well…humor me."

"I want you to send me to Asgard."

"HA!" Hela laughed.

"Truly you are a mad god!" Hela continued as she tried to stifle her laughter.

"I'm being serious!" Loki growled.

"Watch your tone, Trickster."

Loki gritted his teeth, shutting his mouth for once.

"Now…what would make you want to return the home you burned?"

"I need Odin's help."

"Hmm…" Hela mused as she smirked down at the god-made-mortal.

"I would like you to explain why you think Odin would help you? If he saw you, he'd flay you alive."

"Which is why I need another favor…"

"A favor? With another favor? You'll put yourself into debt."

"I know…that's why…I'm willing to offer up something you may want."

"What is that?" Hela asked.

"I'll grant you any one request from me in the future."

"Haha…" Hela laughed. "You value yourself more than you should. Why would you think that a favor from you is worth two from me?"

"I would offer you my soul but…"

"You erased it from the Book of the Dead. Thus ending your eternal stay in any realm. And why you appear to me in this form."

"What do you mean?" Loki asked, now confused.

Hela's smile widened.

"Ah…you don't know…foolish Loki, oh how foolish you are."

"What?" Loki asked now growing more irritated.

Hela stepped down from her throne, and in a blur of smoke, appeared right in front of Loki, hand under his chin.

It took all the teen's willpower not to retreat. If he did she would take it as an insult.

"Please…lady Hela…" Loki finally muttered. "Please tell me…what you mean."

"Hmm…when you erased your name from the book, you destroyed your fate, leaving it forever uncharted. However, what your past self didn't realize at the time, was that by doing so, you destroyed any chance of him coming back."

"But…I thought he…I did that to keep my soul free from rest."

"So you would reincarnate any time you were killed. And 'he' was right. Loki would never die, but he would never be the same."

"I don't understand…I'm here." Loki said pointing to himself.

"But you're not the Loki that was known. When he erased his name, he erased that version of himself. Now, that Loki will never return."

"So I…" Loki muttered as a realization set in. "I'm free." He muttered with a shocked look.

Hela grinned at his realization.

"And the payment is done." Hela said.

"What?"

"You have my blessing, and I will send you to Asgard. Odin will not be able to harm you."

"Wait! You said payment, what payment?"

"I will keep you to your favors. But that is not the payment." Hela said as she raised Loki's face to her own

"W-what's the payment? What did you take?" Loki asked, now fearful of the cost he had just paid.

"A moment…" Hela whispered before she smashed her lips against Loki's.

The trickster's eyes widened at the action before a surge of heat erupted through his throat.

Hela broke the kiss as Loki recoiled in pain.

"GAH!" he screamed as smoke billowed from his mouth.

"WHA-?!" he screamed as his body began to burn.

"H-Hela!" he cried as his hands caught fire, spreading the magical flames further up his body.

"I've kept my deal Loki. I look forward to our next meeting."

"ARGHH!" Loki screamed as his body erupted into flames, exploding in a burst of smoke and fire.

Hela simply waved her hand to brush aside the smoke with her hand.

"Why'd you do that?" a younger voice said.

Hela turned to see Leah walking into the room, her bare feet barely making a sound on the black marble floor.

"Because a favor from him is quite valuable. Never underestimate the God of Mischief."

"But that wasn't the payment. The moment you stole…you meant the kiss."

"It was. Partially. The rest was the shocked look he held. That was priceless. It's not often that you see Loki in a shocked state of happiness. Realizing that he would never be the monster that haunt's his nightmares…"

"But his nightmares will continue, correct?"

"Yes…his guilt will drive him to be better than he was…imagine how powerful he will become, and how much more those favors will be worth. But, if it troubles you so, I will not lock my lips with his again, my dear handmaiden."

"What?" Leah asked in surprise.

"Oh? I was afraid that you were jealous that I had stolen a kiss from the young god."

Leah looked taken aback by what he queen had just said and quickly responded.

"Lady Hela, I-I think you misinterpreted my tone, if I may be so bold." She said respectfully.

"Really, so you were not disappointed when he didn't ravish you on his bed?"

"Wha-?! Of course not! I would never wish for that miserable whelp to share my bed!"

"Hmm…" Hela mused with a smile.

"Ah!" Leah exclaimed as she saw her form begin to fade.

"It seems my visit must be cut short." She said in disappointment.

"Yes…you are still bound to him by my will, so where he goes, so must you."

"He doesn't realize that I am real. He believes me a figment of his guilt, a construct of the mind. Why you bound me to him escapes me. I do not like him."

"You will come to understand him…and respect him. You will learn to deal with people like Loki."

"Are you certain, my lady?" she asked as her body faded completely.

* * *

Hela sat alone once again in her throne room.

"I am certain, for we, my dear Leah, are constructs of his mind."

* * *

**Triskelion, Lower Levels, The Vault**

Schizoid man walked past the many sealed doors in the Triskelion's prison, his eyes absently roamed over the names inscribed on the doors.

"Why don't we free all those imprisoned?" A soldier asked from behind him. Four more trailed behind him.

"They're all criminals. We are here to liberate the ignorant masses not murderers and psychopaths. A majority of these criminals deserve to be here."

"What about Thor?" Another soldier asked.

"What about him?" Schizoid man replied.

"We gonna execute him? Or set him loose?"

"Neither. The Enchantress has something in mind for him. I don't care so I don't ask. Ah, here we go." He muttered as they finally stopped in front of their designated cell.

"Bring the tool." Schizoid Man said.

One of the soldiers walked up to the door carrying what looked like a heavy scanner.

The soldier placed the device on top of the doors lock and waited until he heard a click noise. He then pressed a series of button before the device went to work deciphering the doors code.

After a few seconds the machine finally stopped with a responding beep, it red screen turning to a light green.

"It's open now." The soldier said as he removed the device.

"Let's get him."

Schizoid Man grinned as he saw Captain America being suspended off the ground by four mechanical restraints.

"Poor Captain. He must be so drugged out that he doesn't even realize what's going on!" He laughed.

"It funny really." Another soldier said.

"Captain America betrayed and captured by his own country."

"That's life for you." Schizoid Man said. "Let's get him down and put him in the new restraints. The Colonel want's his head on a platter."

"Sir?" Another soldier asked as he looked at his scanner, a puzzled expression on his face.

"What?"

"I've got two meta-human signatures other than ours."

"Hmm…" Schizoid Man mused before three dupes emerged from his body.

"It's the Wasp!" he screamed shooting towards a barely visible woman flying around the room.

The three dupes quickly cornered her with the main dupe grabbing her in his hand.

He held the miniature woman up to his face.

"Hello Mrs. Pym. I think your husband will be happy to know that we've found you." He grinned before squeezing his hand.

Wasp had no choice but to resume her normal size, and that's when they grabbed her and slammed her into the wall, pinning her face up against the wall.

"Get her up." Schizoid Man said as one soldier grabbed her by her hair, wrenching her up.

"Why they let a pathetic woman like you onto the team is beyond me. You've must've been great in the bed if you were able to convince your husband to let you on."

"HA!" Wasp laughed, spitting in the Frenchman's face.

"You think its funny, huh?" the man asked wiping the spit off his face.

"Nah…what you dumbasses don't realize is…I freed Cap five minutes ago!"

A look of horror crossed the Liberator's face as he spun around to find Captain America standing up straight, a look of sheer rage in his eyes.

"Get the Hell away from my friend."

* * *

Thor sat against the side of his cell. The sound of the battle being raged just outside of his cell's door meant little to him.

He looked up at the ceiling of his cell.

"Father…" he muttered before closing his eyes.

"Why? Why did you abandon this world? You swore to protect them once…why now do you abandon them? Please father…give me a sign."

Thor grasped his hands together in prayer.

"Father…just show me that you still here my voice."

Thor's eyes opened as a blinding light encompassed the cell.

* * *

Captain America slammed a dupe in the face, breaking its jaw before stomp kicking another one.

Wasp was still held by the four super-soldiers who hauled her out into the hall where the battle was raging.

"Halt Captain!" one soldier screamed.

Cap broke another dupes' neck before he turned to see the men holding the Wasp.

"Surrender now! Or she dies!"

Cap glared at the men as several dupes began rise off the ground behind him.

"Janet…you good?" he asked.

The super-soldiers looked at the man as if he had grown a second head.

"Are you fucking blind American?! You make one more move and we tear her apart!"

Cap ignored them as he glanced back at the Schizoid Man's army of doppelgangers.

"Wasp, you good?" he asked again.

"Sorry Cap…" Wasp said as she looked up. "Just had to get my bearings!"

**KAZZZAPP!  
**

A massive burst of yellow energy erupted from Wasp's hands, blasting her captors back.

All four hit the ground hard, all dead.

"How-?!" Schizoid Man screamed as he saw four of his men get killed by the weakest of the Ultimates.

"My sting aren't lethal when I'm five-hundred times smaller, but when I'm this size, they'll kill even super-human knockoffs!"

"You whore!" he screamed as dozens of dupes erupted from his body, swarming the two.

Cap quickly went to work beating and kicking the hordes of Frenchmen down, each blow broke something, a rib, a leg, a jaw, after a while he stopped counting.

Wasp fired off blast after blast of her bio-stingers; each shot dropped a dupe as the energy cut through their bodies.

Cap grabbed a double by the collar and hurled him into the group of Schizoid clones. They toppled over like bowling pins.

"How many of him are there?!" Wasp screamed as she shrunk down and zipped through the air, blasting the clones in the face as the tried to dog pile Cap.

"I can make as many as I want!" Schizoid Man roared as he got in a lucky left-hook that struck Cap across the Jaw.

Cap shrugged off the blow as he broke the dupes arm, leaping over him and bringing him down like a hammer, smashing into another set of dupes.

"I'm a living army!" The Frenchmen screamed as another dupe's face as struck by the Wasp's energy blast.

"You'll never beat me!"

Schizoid Man pushed himself harder, willing his body to duplicate more than it ever had before. And it worked.

When before the room had been filled with a little over a dozen dupes, now there was over forty, each one grabbed Cap as he struggled to use his strength to throw them aside.

Wasp was force to resume her normal size, needing the higher power that her blasts would need to combat so many.

Taking advantage of her sudden size alteration, the clones pounced on her like animals.

They grabbed her by the neck, the hair, arms, legs, anything they could get to cease her movements as her blasts ripped through them.

"GET! OFF!" Cap roared as he more dupes surround him, cracking him across the jaw, back and stomach.

"We can learn Captain!" The Liberator screamed as one duped doged an albow strike and tackled the Avenger.

"We've seen your moves now! Victory is ou—GURK!"

Cap looked up to see the man's head explode din a shower of blood, shocking everyone in the hall.

**BABABABABAAAM!**

A hail of gunfire erupted from out of nowhere as dozens of the bullets tore through the horde of clones, ripping them apart like ground meat.

The shots were accurate, each one found their target while Cap and Wasp remained unscathed.

Wasp and Cap struggled against the last few captors that tried to weigh them down, until a set of deep cuts slashed through the clones, spilling blood all over the floor.

Cap felt a weight pivot over his shoulder, taking two more dupes with it before the clones that held Wasp were slashed across the face.

The clones fell to the ground dead.

Cap and Wasp panted as they felt exhaustion pass over them.

They looked up at the empty hallway but still saw no sign of their rescuers.

"Who the Hell?" Janet muttered as Cap helped her to her feet.

"What happened?" Wasp asked Cap as he looked over the body-covered floor.

"We did." A Russian voice chimed in.

The air in front of them shimmered as two humanoid shapes took its place. The figures wore all white suit with white masks that had no openings. A pair of smoking Uzis rested in one's hands.

The gun-wielder of the two removed her mask to let her red hair free. Black Widow smiled as she saw the shocked faces of her teammates.

"Did you miss us comrades?" she asked.

"Nat!" Cap exclaimed, wrapping his arms around the super-spy.

The Russian quickly returned the hug with just as much enthusiasm.

"Nat, you're here!" Jan exclaimed.

She then turned to the second figure who also pulled off his mask to reveal the Black Panther.

"T'Challa?"Cap asked as he turned to the younger man.

"It's good to see you Captain." The man said.

"What's happening? Where were you Nat?" Cap asked as he pulled back from the redhead.

"Underground. Clint…I don't know what happened, but his family…they didn't…" She said closing her eyes to block out the sight of Laura's dead body.

"They said that you did it." T'Challa said. "The lies were spread to weaken the team, separate us."

"And it worked. Hank and I figured it out just after the invasion. This whole attack, turning Thor against us, having us take him down, then this whole Cap killed Hawkeye bullshit, it was a plan."

"By who? Who would be capable of this? And on such a scale?"

"It's Hydra, Panther." Widow said.

"What?!" Cap screamed.

He turned back to Widow who reluctantly nodded.

"They're back Steve."

"No…" he muttered as he stepped away from the group, head in his hands.

"Seventy years…and they're back…in my lifetime…they're back."

"Captain." Panther said, placing a hand on his shoulder.

Cap looked back at the man and to his remaining teammates.

"Your right. We need to regroup. Nat, what do we know about the enemy?"

"It's Hydra, they have a large amount of resources and they've teamed with renegade generals and politicians of multiple nations. We need to assume that their resources are nearly limitless."

"And they have post-humans. A lot of them." Janet chimed in.

"Their super-soldiers are strong, but not invulnerable. It's their strike team that concerns us." Panther added.

"What strike team?" Cap asked as the group moved over the bodies and out of the hallway.

"They call themselves the Liberators. They have some hitters too. From what we saw from recon, they have the rest of the team, except Stark."

"Where's Tony?"

"Cap, last we heard from him was from Stark Tower, he was leaving to meet us when we got attacked."

"So, no idea where Stark is, and most of the team is scheduled to be executed in Washington by tomorrow afternoon." Widow muttered running a hand through her hair.

"We'll need a plan. And some weapons." Cap said.

"**I can help with that." **A speaker muttered from Widow's ear-piece.

"Coulson?" Cap asked.

"**Good to know everyone's still alive, for now. I've got partial access to the armory but they'll know about it soon. Satelitte surveillance places most of thir forces on the areas above sea-level but I can't keep track of their speedster."**

"They have a speedster?" Cap asked.

"Yep. Coulson, think we can get some help opening up the locks?"

"**I already told you, the armory is clear."**

"I don't mean the armory, I mean the Vault. Can you open the cells."

"Natasha, what are you doing? We can't let these people out!"

"I'm not letting them out, but we need muscles and I know someone who can help us. Open Holding cell 42!"

"**Alright. I'll deactivate her collar." **

The group stood in front of a large cell, sealed shut by a thick blast door. The door opened, retracting into the wall as the blue force field behind it cut out.

Carol Danvers got off her bed to look at her would-be visitors.

"Rominoff?!" She exclaimed as she saw Widow standing next to the other Avengers.

"Why is he here?!" she exclaimed with glowing fists as she glared daggers at Captain America.

"Easy Carol, he's not the one who did Hawkeye in. He was framed, I was there." Widow assured.

"Okay…what's going on up there? Coms went down and power nearly cut off."

"We were invaded." Cap said as the blonde walked past him.

"We'll fill you in on the way. We need to get to the armory. Is my shield there?"

"It should be." Carol said as the group jogged down the hallway.

"Wait!" Cap shouted before he sprinted back.

"Steve!"

"We need Thor! He was framed just like me! We we're tricked into this fight! We'll need all our fighters in this war!"

Cap burst into the room and stopped wide eyed.

The cell was empty.

The remaining Avengers and Carol jogged into the room, only to see it was absent of Thor's presence.

"What the Hell…" Widow muttered.

"Where's Thor?" Wasp asked.

Panther turned to glance at her, then back to the empty cell.

"Good question."

* * *

**This was a long one, I'm hoping that I can has out the rest of this story so I can start the next volume!**

**Next Chapter: Liberation Part 1**


	9. Chapter 9: Liberation Part 1

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 9**

**Liberation Part 1**

* * *

**Air Force One, 5 Miles Up**

"Are you sure this is the right thing to do?" The president asked the remaining members of his cabinet as the Vice-president looked over a computer.

The Vice-President looked up from the laptop.

"I don't want the people to think I've abandoned them. They need to know that we're still in this fight."

"I appreciate the sentiment sir, but we can't launch an attack from here. Fortunately the SHIELD base in Nebraska is still under our control. We have troops and weapons stationed there."

"So we'll regroup and launch a counter attack."

"Yes sir. Your shadow cabinet is already being assembled and any military aid we have is currently being consolidated for the attack."

* * *

"You getting this?" the pilot asked his co-pilot as he looked at the radar on his screen.

"Yeah…there not phantom dots are they?"

The pilot pressed the intercom button.

"Sir…we might have a slight problem."

"Only slight?" a voice asked.

The two men looked up in shock as they saw Perun hanging upside down on the top of the plane's front.

"Evasive maneuvers!" the pilot screamed.

"No no no." Perun smirked.

He stood up on the tip of the plane and raised his hammer.

The clouds above roared and swirled around. The once blue sky turned black as storm clouds swirled around above him.

Lightning flashed and thunder roared before a bolt of energy descended from the sky, striking Perun's hammer before he flung it towards the center of the plane.

The lightning ripped through the hull of the plain, ripping the vehicle apart as a fleet of black-suited super-soldiers flew in to catch the falling plane, grabbing the hulls of Air Force One and lifting them.

"Don't worry Mr. President, we're taking you home." Perun said with a smirk.

* * *

**Unknown Location**

Clint Barton remained strapped to his chair as the dim lights above him continued to flicker. The stale air was drenched in the rotting stench of blood and unknown fluids that dripped from the dozens of needles on the surgical table beside him.

The doors to the room opened as the pimple face doctor walked in, followed by several soldier and a general with a jagged scar traveling down his eye, curving towards the corner of his mouth.

"Hello agent Barton." The doctor said with a dangerous glint in his eyes. "I brought Captain Dragomir. I believe you met him in Croatia on one of your many assignments. In fact, that scar he sports was a gift from you."

"Good to see you again, comrade." The Russian sneered as he saw the man that had scarred him.

Hawkeye said nothing as he glared up at the Russian captain.

"Oh the silent treatment. How American of you." The doctor chuckled as he picked up a syringe.

"I've talked to my superiors and they've agreed that we can torture you for fun as long as you're alive for the public executions. So I hope you don't mind if we start with some simple injections."

"Sedatives doctor?" Dragomir asked as the man tapped the needle twice to eliminate any remaining air.

"Oh no…we want him to scream right? This little concoction sensitizes the pain receptors in the brain. Even the air against his skin will make him feel like its on fire."

"You hear that?" Dragomir snarled, grabbing the Avenger by the back of the head.

"We're gonna make you scream…just like your little girl!"

Hawkeye's eyes widened before they narrowed in raw rage.

He pressed his thumb under his index finger, slipping the nail into place.

With a grunt of pain, he flicked his finger.

"URK!" the Russian gagged as he felt a projectile hit the back of his throat.

The man fell back, clutching his neck as the guards stared at him in shock.

"What the f—GAK!" another screamed as he grabbed his throat.

The doctor turned to see all his guards dropping like flies as they chocked on something in their throats.

He looked at Hawkeye before he saw blood dripping from his fingertips, and a noticeable lack of fingernails.

"Not possible…!" he muttered.

Hawkeye locked his sights on the doctor who backed up a few steps.

"Don't. Move."

The doctor stopped as he saw the man's finger primed for another shot.

"I don't need screws or knives…leaving my fingernails on was a bad choice. Now untie me." He growled.

"B-but you'll—"

"Kill you? Oh definitely. But this way you live for another ten seconds. Make a choice."

* * *

The security guards watched the scene in horror from the safety of their surveillance room. However that safety came into question as they saw Clint Barton being released.

"Don't just sit there! Call in back up! Red Alert. Hawkeye is loose!"

* * *

Hawkeye grabbed Dragomir by the throat and hoisted him up against the wall.

"Did you kill Nicole?!" He roared as he squeezed the man's throat.

"DID YOU KILL MY DAUGHTER?!"

"AK! I-I'd d-d-do it again if I-I could!" he sneered back with a forced grin.

"GRAAAH!" Clint screamed as he wrenched the man's neck upwards and to the side, snapping it instantly.

The body crumpled to the floor as Hawkeye looked towards the fallen guns.

Just then the doors burst open, ushering a dozen armed men in full body armor carrying assault rifles into the room.

But it was too late. Hawkeye's hand was on a gun.

* * *

The security room was filed with flashes of lights as gunfire erupted in the holding cells. All the men could do was watch and wait for the battle to finish.

The lights finally died as the feed went back to normal. And the men froze in fear while simultaneously pissing their pants.

In the center of the room stood a blood-covered Hawkeye holding two spent rifles that he dropped to the ground, and replaced with two new ones from the fallen bodies around him.

He looked up at the cameras and glared at them as if he was staring into the men's very souls.

He said one word.

"Next?"

* * *

**Triskelion**

Sam Wilson sat propped up against the side of his cell. The commotion upstairs had finally subsided, and now he was left alone in silence.

He sat on his cot for a few more seconds before he finally had it.

"Fuck it." He muttered.

He leapt off the cot and marched towards the door.

He felt around the contours of the cell's door, trying to find any crack or crease in the metal. If he could just get the panel open he could rewire the doors and…

**GRRRN**

Sam leapt back as the doors to the cell opened up.

Sam prepared himself for a fight before the sight of a disheveled Captain America and company came into view.

"Cap?!"

"Hey Sam."

"What's up buddy?" Carol said, waving to her old war buddy.

"Carol? I thought you were locked up." Sam trailed off.

"Got time off for good behavior."

"Plus a full scaled invasion of America." Black Widow added.

"Come on soldier." Cap said, leading the group away from the cells.

* * *

The six survivors quickly went to work scavenging any and all materials they could from the armory. Guns, rockets, explosives, armor and knives. Whatever they could carry, they grabbed.

"They took down the entire facility?!" Carol shouted as she hefted a pack of weapons onto her back. Her newly gifted strength gave her more than enough muscles to carry the load.

"Brought it crashing down like a house of cards. We never stood a chance when we were spread out so thin." Wasp muttered as she picked up a Typhoon machine gun.

"Widow." She said, tossing the spy the weapon.

The redhead easily caught the object and grinned as she ran her hands down its side.

"Jan, anything in Hank's lab that might be useful?" Cap asked as he picked up his shield. Apparently it had been stored in the weapons vault.

"Anything for a fight like this?" Jan asked.

"No. Not for th—no." She muttered as her face became lost in thought.

"I have an idea. Panther, with me!" she exclaimed tossing a duffel bag to Carol and shrinking down.

Panther gave his bag to Steve before chasing after the miniature woman.

"Where they going?" Sam asked as he slipped on his flight suit, pack and all.

* * *

"Janet, where are we going? Hank's lab?"

"Yeah! We need Ultron!"

"The peace keeping droid? That might prove beneficial but even then they won't be able to stand up against those super-soldiers. Their priority is crowd control, search and rescue."

"Only if we use Jarvis's brain waves. We had a file of Hank's copied onto their programming before the project was altered." Wasp said as she peeked around a corner.

Two Hydra soldiers sprinted down the hallways as they saw the dozens of Schizoid Man bodies that dotted the floor.

"We need to call this in!" One of them said as he prepared to tap his comm.

"No!" Wasp screamed as she zipped through the air, blasting both men in the face, staggering them.

"GAH!"

"My eyes! That bitch shot my eyes!"

"Panther!"

T'Challa wasted no time and leapt into the fight, gutting one man before slashing the other across the throat.

The bodies hit the floor as the Black Panther retracted his claws into his knuckles.

Wasp regrew to her proper size and jogged towards her lab door.

She quickly punched the entry code into the lab's lock, opening the blast-proof glass that separated them from their destination.

Wasp brought Panther into the room filled with various robotic parts on assembly lines.

"This is your lab? It looks like a robotics workshop."

"We mixed it up whenever we got a new project. The bookkeepers hate us. I'm pretty sure we drew more money from SHIELD's bank accounts than even the clean up efforts did."

"Where are the Ultron robo—!"

T'Challa went silent as he saw the hundred plus models of Ultron standing beneath the assembly line.

The lifeless robots were aligned in straight rows, their Jack-o-lantern like faces blank without power.

Wasp typed in a series of commands before punching in the activation code.

The lights in the room powered on, bathing the room in bright white light, revealing every single Ultron drone to the super-heroes.

"Ultron activation sequence…initiate."

The eyes of the drones lit up with a bright blue light before their head jerked up in attention.

"**Ultron Online. Activating primary subroutine check…all systems nominal. How may we help you Mrs. Pym?" **They chorused in unison.

Janet grinned before she opened up the files for their main programming.

Her hands danced across the keyboard while Panther remained near the lab's door, eyes roaming the hallways in search of any patrol.

Wasp found what she was looking for in the form of a deeply encrypted file stored behind several layers of dense firewalls.

"How much longer, Wasp?" T'Challa asked. His eyes never leaving the halls.

"The code that protects the original brainwaves was intended to keep out people as smart as Stark."

"Then how will you break it in a few minutes?"

"Easy…me and Hank wrote the damn thing with Tony." She said with a smirk.

She entered one last string of commands before the file unlocked itself.

"Uploading Ultron Imperative 001."

The eyes of the drones flashed from blue to an eerie red.

T'Challa saw the change while Wasp was busy typing in more code.

The machines remained where they stood as the code poured through their mechanical brains at impossible speeds.

"Done." Wasp said before hitting the ENTER key on the computer.

The Ultron's eyes turned blue once again.

"**Upload complete. Ultron Imperative active. Primary objective…assault. Secondary objectives…damage control."**

"They're good to go. Ultron, secure all comm channels to our com-pieces only."

"**Affirmative." **They all chorused.

"The Liberators have an army…now we do too." Wasp grinned.

* * *

**EU, The Dome, Brussels**

The entire Excalibur team was assembled beneath the EU's headquarters as the situation in America was being played on screen.

"Any changes dad?" Brian Braddock asked as he leaned over the railing that separated his father and his staff from the rest of the super-soldiers.

"No. The demand is still solid. The EU even looks like were mounting an attack and they unleash the entirety of the US's nuclear arsenal on Europe."

"So we're in a stalemate?" Captain France asked.

"Look's that way…maybe we can use the Academy of Tomorrow guys…they're like the X-Men right?" Italy suggested.

"No." Professor Braddock responded.

"I'm not sending kids to fight our war. Besides…Frost and her team know that the X-Men have been captured…there's too much emotional baggage to risk them going in. We're stuck."

"Maybe not…" Brian said as an idea formed in his head.

"What do you mean?" Spain asked.

"We're super-heroes…but what's the one thing we never used up until now?"

"Is he going somewhere this this?" Italy muttered as he looked at the others.

"You didn't read a lot of comic books when you we're a kid, did you?" Brian asked with a grin.

* * *

**New York City**

Iron Man rocketed into the air with aid of a large jetpack-like device strapped to his back. The extra rockets attached to his suits propelled him into the atmosphere.

"**Tony, all things seem good from our end. You sure you don't want to head to Washington?"**

"Not a chance Happy. I may be an arrogant ass, but I' not stupid. Going there alone is suicide."

"**Tony we've talked to Stark Space Command and they say Iron Man Six is still only 70% finished."**

"Pepper, can it fly?"

"**Yeah, bu—"**

"Is the combat OS fully operational?"

"**For the most part yes—"**

Does it have the red and gold paint-job?"

"**Y-not entirely…"**

"Then I'll just have to make do." He responded as he breached Earth's atmosphere.

"**Gravity stabilizers are functional sir. Any discomfort?" **Jarvis asked as Iron Man continued through space.

"Nope. Still feel like I'm on Earth, but fuel reserves in the pack are low. I'm gonna eject it in 3…2…1…Eject!"

The massive pack dislodged itself from the hero's suit and was sent floating through space.

Iron Man propelled himself through the void of space as he made his way towards the enormous grey satellite that floated in Earth's Orbit.

The Name STARK, was proudly displayed upon the satellite's side as Iron Man flew past it and towards its dock.

"**STARK Space Command to Iron Man. We have you on radar and locked on with laser sights. Docking engages in T-Minus 30 seconds."**

"Stellar." Tony responded as he forced his armor to a halt in front of a massive set of silo doors.

* * *

**Triskelion**

"We geared up?" Widow asked as she saw Steve finish putting on his new uniform, complete with cowl/helmet combo.

"I'm good here. Danvers?"

Carol walked out from behind a stack of crates in a form fitting impact suit. The same blue and white styled ones that the SHIELD super-soldiers wore.

"This thing is a little tight…" she muttered.

"Yeah but its durable." Widow replied before tossing a duffle bag to her.

Carol caught it and hoisted it over her shoulder.

Wasp and Panther reentered the room before Falcon tossed them two bags.

"Get everything you needed?" Carol asked as she moved towards the armory's exit.

"Ultron is prepped and primed. I'm having him take back control of SHIELD's mainframe."

"Once he's in, have him get on the horn with anyone who's still able to fight. We'll need a full scale assault to get through that air fleet." Cap said.

"First things first, Steve. We need the rest of our teammates. They're in Washington, inside the White House."

"Make's sense, If Ultron's stuck here we'll need every meta-human we can get." Sam added as he cocked his pistols.

"So our fist step is to reclaim our comrades, and then retaliate. How fast can we get to DC?" T'Challa asked.

"Ten minutes. And that's if we walk."

The group stared at Widow like she had grown a second head.

"We've got a transport. Follow me."

* * *

Natasha led the group into a room with a wide-open arch with a square structure.

"What's this?" Cap asked.

Widow typed in a set of commands and watched as the machine powered on. Soon the empty square was replaced with a thin swirling screen of energy.

"Ladies and gentlemen, I present to you, a Jumpgate."

"A what?" Carol asked.

"I thought these were still in the theoretical stage." Wasp added.

"We might've pushed past theory on this project." Falcon said.

"Wakanda was interested in the designs, but the spatial rift it opens…"

"We have Reed Richards to thank for getting it up and ready. Without the risk of tearing open a black hole in the fabric of space. "

"Can someone please tell me what this is?" Carol asked.

"It's a teleporter."Sam responded.

"Like Thor's hammer?" Cap asked

"A lot less flashy, and not as mobile. The gate is a stationary wormhole. It can teleport us anywhere there is a receiver." Widow said as she typed in another set of commands, locking the location of their jump.

"What's a receiver?" Cap whispered to Sam.

"Another Jumpgate."

"So I'm assuming this receiver is in DC." Wasp said.

"In a secured SHIELD bunker two miles from the White House."

"That's our entry point then." Cap said.

"Then let's do it." Carol said as her hands burned with yellow light.

* * *

**Washington DC**

Amora watched with a smile as she saw the remains of Air Force One come flying in.

The two halves of the plane were dropped onto the White House lawn, destroying the fountain that sat at its center.

"So they've found the king of this poor nation, have they?" Amora mused as Skurge stood stoically behind her.

"Finally the tyrant shall fall." Al-Rahman declared.

"It must be so pleasing to see him suffer." Amora said as she stood up from rubble she used as a seat.

"This has nothing to do with vengeance. It's justice."

"As you've said…repeatedly." The Enchantress muttered.

She looked on as several soldier dragged the president and his cabinet out of the wreckage and onto the lawn.

"Colonel!" a voice shouted out.

A gust of wind soon followed as Hurricane dashed in front of the team leader, handing him her communicator.

"What? When? Any sign of where they went?"

"Something wrong Colonel?" Amora asked as the man walked towards the troops surrounding the White House fence.

"All units be on alert, Captain America is loose. Looks the Wasp had a hand in his escape. Any word from Han?"

Hurricane shook her head.

"Damn. If we don't have eyes on Stark then he's most likely gone. I want a patrol to hit Stark Tower."

"I'd be happy to lead the assault." Crimson Dynamo sneered as he marched over to their leader.

"No. I need you to keep watch on the heroes we have. The camp we set up in New York is still secure, correct?"

"Dah."

"Good. I want hourly reports. No more mistakes! And find those goddamn Americans!"

* * *

**New York City, Unknown Location**

"Guh…" Peter muttered as he opened his eyes.

Immediately, his enhanced sight was bombarded by the bright lights in his cell.

The super-powered teen groaned in annoyance before he slowly sat up.

The first thing he noticed was that his hands were bound together in front of him by thick metal restraints.

The second was he was still wearing his full costume, web-shooters and all.

"W-where the Hell?" he muttered as he looked at the square shaped cell that held him.

"Spidey?" a voice asked.

Peter turned to look out the see-through walls to see Johnny Storm leaning against his own cell's walls.

"Johnny? Where the Hell are we?"

"I don't know. Last thing we remembered was getting trampled by a bunch of robots and super-dudes."

"Wait…who's we?"

"That'd be us, Spider." A smooth female voice said.

Spider-Man again turned to see the Black Cat, Spider-Woman, and the remaining members of the Fantastic Four and the X-Men, all in separate cells.

"You guys got caught too?" he asked in disbelief.

He knew the FF had been caught, but not the entirety of the X-Men, or his sister and her best friend.

"How ya doin bro?" Jessica muttered as she leaned on her own cell.

"Bro?" Johnny asked as he looked at the red and white clad brunette.

"Been better Jess. Does anyone actually know who these guys are? Or where we are?"

"Unfortunately, no." Reed said. "They attacked us hard and fast."

"We never stood a chance. There were so many of them." Susan added.

"I know one thing, these punks were military." Ben Grimm said.

"How can ya tell?" Johnny asked.

"Easy Storm." Jess said, drawing the group's attention.

"Strict military precision. They knew when to attack, and how to do it before we could retaliate."

"She's right." Cyclops said. "They struck with force and skill. And all these cells, they're meant to contain meta-humans."

"Is Kitty with you?" Peter asked.

"Shadowcat? Yeah…but they got her sedated with both Jean and the Professor."

"Well there goes my plan…" Peter moped.

"Ya think we didn't think of using her to phase?" Wolverine growled.

Spider-Man looked at the feral mutant and saw his hands were sealed inside of two cylinder-like objects.

"Adamantium restraints, am I correct?' Mr. Fantastic said as he looked over the metal restraints from his cell.

"Yeah…but I can't even make fists in these things. No fists, no claws."

"So we're effectively trapped." Spider-Man muttered as he looked around his cell.

"Wait, don't you guys have a teleporter?" Jess asked Wolverine.

"Yah." A German voice spoke up.

The heroes looked towards a cell housing a dark-furred mutant with elf ears and a tail.

"Are you alright Kurt?" Colossus asked.

"Yeah…but I can't see out of these windows."

"One way glass." Cyclops growled.

"He can't teleport out?" Johnny asked.

"Not without a line of sight." Spider-Woman replied.

"Otherwise I could end up inside a vall." Nightcrawler responded.

"So we're effectively trapped?" Peter muttered. "That's fan-fucking-tastic."

"We just need a plan." Black Cat said as she took a better look at her cell. "If we find something, a flaw…we can get out."

"Well…let us know when you find that flaw Felicia." Jess muttered as she remained seated.

"Hey uh…Pete." Johnny whispered.

"What's up buddy?"

"Who's the hot brunette? And why'd she call ya bro?"

"Oh, Jess? Well, she's kinda…sorta…my sister."

"You have a hot sister and you didn't tell me?" Johnny hissed.

"I'm not going to dignify that with a response."

"Guys." Sue said, drawing their attention.

"We've got company."

The imprisoned heroes turned to see the doors to the room retracting as a gorgeous woman strode into the room.

She wore a form-fitting green combat suit with several weapons strapped to her waist and thighs while her green hair flowed down her back.

"Oh no…" Jess whispered in horror.

Black Cat quickly looked back and forth between the new woman and her best friend who had backed herself into the wall of her cell.

"Let us out of hear!" Johnny exclaimed as he pounded against the glass.

The woman merely smirked at the blonde as she strode passed him.

"I see the company you've kept hasn't improved Jessica." The woman said as she stepped closer to her cell.

Peter saw his sister visibly finch at the woman's gaze.

"Viper…" She growled out as the terrorist simply smirked.

Wolverine's ears perked at this and glared at the woman.

"Is that all I get from my darling daughter?" Viper fake pouted.

"Daughter?" Johnny asked, voicing the room's thoughts.

"She's not your daughter!" Felicia barked.

Viper glanced at the thief-turned spy before looking back at her 'child'.

"I see you're at least making new friends." She mused.

"Better than hanging around a bunch of Hydra Terrorists like you!" Jess screamed.

"Oh, how you break my heart." Viper teased.

"Oh how I wish I could…" Jess snarled.

Viper merely smirked.

"I'm sure you'll be happy to know, that despite your betrayal, I managed to negotiate your reacceptance back into Hydra. Just a little memory wipe and you'll be back to our heartless assassin in no time."

"You bitch!" Jess screamed back.

"You stole my life from me! You took me away from my family and my home!"

"We gave you all those powers though. You're faster, stronger, more physically perfect than nearly any other person on the planet! And soon, you'll repay us for our generosity once again."

"No she won't!" Peter snapped.

Viper turned to face the red and black vigilante.

"Oh? And who might you be?"

"The guy who'll kill you if you so much as think of doing anything to her!"

"Well, then it's lucky for me that you're in there, and I'm out here." She smirked.

"You always talked big when you had all the cards." Logan muttered, drawing the attention to him.

"Logan, how pleasant to see you again." Viper smiled.

"Wish I could say the same to you. I divorced you for a reason."

"You were married to this bitch?!" Johnny exclaimed.

"Under duress." Logan growled.

"You made a promise to my master." Viper said.

"Seraph would be rolling over in her grave if she saw you now."

"She's dead. I've moved on. You should too. The world doesn't run on honor anymore. It's no longer the currency."

"Then what is?" Cyclops asked, visor glowing.

"Currency is the new currency. Money is everything now. It determines power and resources."

"You've really fallen…haven't ya kid?" Logan said with pity in his voice.

"I don't need your sympathy. All I need is for you to sit here, and wait for death's embrace."

She then turned to Jessica who glared back at her.

"I'll see you soon, Jessica dear."

Viper walked towards the room's exit before Spider-Man spoke again.

"Stop."

Viper ignored him and kept walking.

"LOOK AT ME!"

Viper stopped.

She turned around to see Spider-Man glaring daggers at her from inside his cell.

"If you do anything to her. I swear, I will make you wish for something as sweet as death."

Normally Viper would write this off as simple hero bravado, but something told her this was different.

Despite his eyes being obscured by the white reflective lenses, she knew beneath them was nothing but sheer rage.

"Well…I guess I really am lucky that you're stuck in there, and I'm out here." She smirked once again. Au revoir."

The doors sealed shut behind her, leaving the heroes alone once again.

"Nice bluff buddy." Johnny said. "I'm pretty sure she was actually shaken."

"That's because I wasn't bluffing." Spider-Man said, still glaring out the cells' window.

"I'm not gonna let her take my sister from me. Not if I can help it."

"Thanks Peter." Jessica said, throwing caution to the wind with his name.

"We're family." He said.

"And ya don't turn ya back on family." Ben added. "Specially when time's are rough."

"So Felicia," Spider-Woman asked her best friend. "how's that escape plan coming?"

* * *

**Washington DC, The White House**

Inside the former residence of the President were the bound and beaten Avengers.

Nick Fury sat near Betty Ross and a still unconscious Victoria Hand.

Betty was doing her best to support the wounded director, but the super-soldiers around them were here to make sure they didn't get any comfort.

Not far from the group was Scarlet Witch, restrained by large handcuffs that engulfed her entire hands while a power-dampening collar was fastened onto her neck.

Sitting right next to her was the unconscious form of Quicksilver and Hank Pym.

Jennifer Walters also lay unconscious, dressed in a grey jumpsuit, with a metal collar around her neck. This one was specifically designed to strangle her should she try to transform.

"When can we execute these American pigs?" one soldier asked.

"When we are given the order. It should only be a few more hours. Keep that murder-boner in your pants." A Hydra soldier muttered as he looked out the Oval Office's window.

"I'm so recording this when it happens." Another super-soldier said as he glared at the group.

**KNOCK KNOCK!**

The group turned towards the doors as they heard the noise.

"Who?" The Hydra goons asked as they raised their weapons.

"We've got this." the super-soldiers said as they moved towards the doors.

* * *

The remaining Ultimates sprinted across the courtyard as they made a beeline for the White House.

"Jesus Christ!" Janet muttered as she saw the wreckage that was Air Force One.

"Jan, don't stop!" Widow shouted back as they made it to the door. She cocked her machine-gun and signaled for the others to get ready.

"They destroyed Air Force One!" she muttered.

"And they'll destroy a lot more if we don't stop them." Cap said as he drew his shield from his back.

"Do we at least have a plan?" Sam asked, pulling his guns from their holsters.

"I thought guns blazing was the plan." Carol replied.

"Just watch your fire and get our teammates. Then we'll make an actual plan." Widow responded.

"3…" Cap started, counting down with his fingers.

"2…"

Panther popped his claws and Carol powered up her fists.

"1!"

Widow kicked in the door and charged forward, the others following close behind.

Until she stopped.

The group stood in shock as they saw the carnage in the room.

Dozens of bodies lay strewn across the Oval Office filled with arrows and bullets.

In the center of the carnage stood a lone man wearing a purple costume wielding two guns. A purple masked obscured his face, leaving only his blonde hair visible.

"Relax." Hawkeye said as he emptied his clip and reloaded it.

"I took care of it."

"Clint?" Cap said in surprise.

"Hey old man." He muttered before loading another arrow into his crossbow guns.

Nat wasted no time in hugging her best friend, and Clint returned it with one arm.

"We thought you were dead!" Nat said as she stood back.

"Wish I was…" Hawkeye responded.

"It's good to see you soldier." Cap said, placing a hand on his shoulder.

"Guys!" Betty exclaimed as she tried to help Nick stand.

"I got ya." Sam responded, helping Fury to his feet.

"Carol, get those collars off everyone, and see if you can wake up Pietro and Hank. Janet."

"On it." Wasp said as he ran towards her husband with Carol close behind.

Carol wasted no time in ripping off the collars from both Pietro and Wanda.

"Who are you?" the girl asked as Carol moved towards the unconscious Jennifer.

"Carol Danvers, SHIELD Special Ops."

The blonde grabbed Jen's collar and tried to pull, only to feel it constrict tighter.

"This might be a problem…" Carol muttered before a thought struck her. She heated her hand, watching it glow with unknown energy before pressing it against the metal device.

She smirked as she saw the metal slowly liquefy before being split in two by the blonde's strength.

"I could get use to this." She grinned.

"Nick, can you stand?" Cap asked.

"Not well…damn…"

Fury looked at the destroyed room and then to the demolished grounds outside.

"This is my fault…"

"Nick, I swear to god, if you start throwing yourself a pity-party I will shoot you in the balls." Hawkeye growled before walking over to one of the barely breathing super-soldiers.

The man had a short arrow lodged in his stomach, and a bullet wound in his shoulder.

Hawkeye pressed his boot up against the man's shoulder, squeezing out more blood than it was already bleeding.

"Okay shit for brains, where's the President?"

"Ha…" the man coughed before Hawkeye pressed harder.

"GAK!"

"I'm not asking again."

"Y-you…won't…survive…" the man muttered with a smirk.

"INCOMING!" Panther screamed.

The walls shattered as dozens of super-soldiers flooded the room burying the Avengers in a torrent of super-powered terrorists.

* * *

The Liberators stopped their approach as they heard explosions echo from the vicinity of the oval office.

The Colonel glared at the building.

"Rogers…" He growled.

"I'm on it!" Hurricane exclaimed before taking off towards the area.

"Abomination!" The Colonel shouted, drawing the brute's focus.

"_Rawr…"_

"Kill them. But save me Rogers."

"_GRAWR!" _

The blue beast leapt from his position, launching himself into the air like a cannonball.

"Perun!" The Colonel screamed as he tapped his earpiece

"**Yeah?" **The Russian responded.

"Get back here ASAP! We have the rest of the Ultimates! I want you to fry them when you get the chance! And bring in Winter Soldier!"

"**I'm on my way." **The Russian replied.

"What the Hell is going on?!" Swarm exclaimed as she raced over to her leader.

"Rogers and his friends. Swarm, blanket the area and flush them out."

**FAKROOM!**

The two meta-humans turned to see a massive blast of yellow energy erupting from the office, obliterating the structure in a flash of light.

"What the Hell was that?!" Swarm screamed.

"Move!" Al-Rahman screamed as he charged for the office.

* * *

The entire office was blown apart as Carol released a burst of raw energy outwards.

Enemy and ally alike were sent flying as the energy exploded.

Cap slammed his shield into the ground to brace himself as Wanda threw up a protective sphere around her and all the wounded Ultimates.

Falcon was sent hurtling into the sky where he spread his wings and halted his chaotic spin.

Hawkeye hit the ground hard but rolled to his feet and began firing on the airborne super-soldiers.

Widow followed suit as she back-flipped to regain her footing before opening fire with her machine gun.

The bullets flew as bodies dropped.

Carol looked up from the crater she had made.

It had felt amazing releasing all that power in one burst. She looked up to see more incoming soldiers.

She smirked before closing her eyes and focusing, willing herself to move up.

Her body rocketed skyward with incredible speed as she tore through her enemies with ridiculous force.

She stopped in midair before wheeling around to deliver a blast of yellow energy into a terrorist, blasting him out of the sky and into the White House lawn.

"I could so get use to this!" she exclaimed.

"Carol! On your six!" Falcon screamed as he unleashed a hail of gunfire from his pistols.

Carol dropped a few feet as the metal projectiles hit a flyer behind her.

"First rule of aerial combat!" Wilson shouted.

"Always watch your six, I know! I was air-force!"

Sam smirked before he saw a shadow cover the two.

"Dodge!" Carol shouted rocketing forward.

She tackled Falcon just as a blue boulder slammed into the ground, demolishing what was left of the office.

* * *

Wanda grunted as she did her best to keep her force field holding.

"Janet! Any help would be useful!" Fury roared as he propped himself up with his remaining arm.

"I'm trying!" Wasp screamed back as she struggled to awaken Hank and Pietro.

"Betty, some help would be nice! Panther, keep those goons off us!"

T'Challa nodded before sprinting past Wanda at inhuman speeds.

He leapt from the ground, delivering a powerful stomp-kick to a soldier's face.

He back flipped off the man and popped his claws, slashing two more soldiers who tried to attack.

"Who the Hell is he?!" A soldier screamed.

"The Black Panther!" A Hydra soldier responded as he leveled his assault rifle at the former prince.

"I'm honored you know of me." T'Challa said.

He leapt to avoid the barrage of bullets that followed before he brought his heal down on the man's gun.

He grabbed the soldier by the throat and hoisted him up.

"And I would like to know how that is." He said while showing his claws.

He heard the sound of footsteps and hurled the soldier at another terrorist, sending both tumbling to the ground.

"Swarm him!" another screamed as they flew towards the man.

Panther flicked his wrist, priming five claws that popped from his glove's fingertips.

He threw out his hand, firing five micro-missiles that exploded in the air, blasting the men out of the sky.

**FABOOM!**

The ground shook as a massive boulder struck the ground sending clouds of dirt into the air.

Panther turned to see massive brute lumber out of the smoke. Its yellow eyes locking onto the black-clad Avenger.

"Oh no…" Wasp muttered as the Abomination growled.

"_A-Bomb…SMASH!"_

**BABOOM!**

A-Bomb shattered the ground with his arms, sending a shockwave across the entire lawn.

Black Panther remained standing as he glared at the monster before him.

"T'Challa run!" Wasp screamed.

"I refuse." Panther responded, reloading his rocket claws.

"He's their Hulk! He'll kill you!"

"Then I will face my death with pride!"

Wanda looked back at Wasp with a look of shock.

"I guess we'll meet ours with kicking and screaming…" Wanda muttered.

"_Rargh_!" A-Bomb charged forward, swinging its arm like a sledgehammer.

Panther ducked under the blow before slashing the underside of the arm with his claws.

"_Grah!" _A-Bomb grunted as the Black Panther rolled out from under him.

The former prince raised his wrist to display four claws coated in blood.

"I believe in America, the saying is, 'If it bleeds, you can kill it'."

"_GRAAHH!" _

A-Bomb leapt forward, only for T'Challa to roll to the side before firing off five more rockets claws from his fingers.

The projectiles exploded in A-Bomb's face, making the monster roar in rage before he leapt into the air.

Panther's eyes widened before he back-flipped to avoid the impact of A-Bomb.

The ground shook again as the monster created another crater on impact.

T'Challa landed on the ground as dirt and debris flew past him.

"_A-Bomb smash you!" _

"You will try!" Panther roared.

He slipped a hand inside his utility belt, removing a handful of small capsules.

"_GRAAH!" _A-Bomb Screamed as he shot forward like a cannon.

Panther rolled to the side before leaping onto the beast, slashing it with his claws.

A-Bomb flailed his arms about as the agile Avenger leapt on and off of the monster, slashing and kicking any spot he could.

A-Bomb finally succeeded in grabbing the hero by his leg and hoisted him up.

"_Not fast now!"_

"No! But I'm still smarter!"

A-Bomb looked down at his chest to see several miniature glowing pills attached to his scales.

"_Hrn!" _A-Bomb exclaimed in terror.

Panther slashed the brute' wrist, making him drop the Avenger before he rolled away.

**BABABABOOM!**

The explosives erupted over A-Bomb's body, bathing the creature in fire and smoke.

"_Grah!"_

"T'Challa!" Wasp shouted as she zipped over to him in her miniature form.

"I'm fine…"

"And so is gruesome, apparently." She muttered as A-Bomb stomped towards them.

"Hey!"

A-Bomb looked up to see a blonde-haired woman rocketing towards him.

**KRAKABOOM!**

The ground shattered as Danvers collided with A-Bomb, burying them both beneath a crater.

Panther and Wasp shielded themselves from the debris that exploded outward.

"GUH!"

Panther and Wasp saw Carol go flying before she smashed into the ground.

"Ow…" she muttered.

"Carol! Down!"

Danvers heeded the call as Hawkeye and Widow unleashed a hail of gunfire onto the blue beast.

"_RAAH!"_

A-Bomb roared before slamming his hands into the ground to lift a massive boulder into the air.

"Clint! Go for the eyes!" Cap screamed as he hurled his shield.

The weapon slammed into the monster's jaw, knocking him off balance.

The assault continued as Widow and Hawkeye pelted him with bullets to the face.

"Fall dammit! Fall!" Hawkeye roared before launching an arrow from his gun.

The weapon hit the bull's eye, piercing the monster's left eye.

"_GIARGH!"_

"Boom!" The archer exclaimed as the projectile began to beep.

**BAM!**

"_GRAUUH!" _

A-Bomb dropped the boulder as he gripped his face in pain, blood spewing from its wound.

"Hit 'em hard!" Cap screamed.

Falcon flew in low as two pairs of rockets emerged from his back.

The boosters ignited, launching the weapons from the pack and towards the writhing monster below.

**BOOM!**

Fire erupted from the crater as A-Bomb thrashed about in agony.

"Danvers! Light him up!" Cap ordered.

Carol listened to the wartime avenger and powered up her fists with yellow energy. He pushed her hands outward, releasing a blast of photonic energy that barreled into the monster, sending it hurtling back through the White House.

"Wanda! Get Pietro and Hank up and moving!" Cap ordered as he dashed towards them.

"Cap look out!" She screamed.

Cap turned around just in time to raise his shield, blocking the blade of energy that ripped across the indestructible weapon.

Captain America pushed back, breaking away from the Colonel.

Abdul Al-Rahman glared at the first avenger with sheer hatred.

"I've waited years for this…" the man growled as he raised his weapon.

"Who the Hell are you?" Cap asked as he readied his signature weapon.

"My codename is the Colonel, but you may call me Abdul Al-Rahman. It would seem childish otherwise."

"Yeah?"

The Colonel turned to see Hawkeye gripping a set of kunai in his hand.

"Darth Maul want's his Light-saber back!" he screamed before chucking the knives at the Islamic Teen.

A gust of wind whipped past the man before slamming into Hawkeye, throwing him to the ground.

"Guh!" he grunted.

"And they said you were fast." Hurricane said as she loomed over the Avenger.

"Fuck you!" he shouted firing off another arrow from his gun.

Hurricane caught the projectile with a smirk before running off again, grabbing Hawkeye and taking him with her.

"Clint!" Widow yelled as she moved off to aid her friend.

"Natasha! Get down!" Cap screamed.

Widow dropped to the ground just as a grenade sailed past her and exploded near the two super-soldiers sending both flying back.

Widow looked up to see a man with a metal arm wearing a mask glaring down at her with an assault rifle.

"You…!" she muttered before rolling to avoid a pepper of gunfire.

She rolled to her feet, dropping her machine gun and opening fire with her wrist stingers.

Winter Soldier dashed to the side while blind firing with his rifle, forcing Widow back.

The super spy ran for cover, running straight for Captain America and the Colonel.

"Steve!" she shouted as she made her way to the fight.

Cap dodged a swipe from the Colonel's weapon before hurling his shield at Widow.

The spy caught the weapon, rolling on the ground and suing it to block the gunfire that the Winter Soldier was unleashing.

Cap dodged another attack before kicking his rival in the gut. He grabbed him by the collar and threw him across the lawn where he rolled to recover.

Winter soldier picked a grenade from off his belt and removed the pin, chucking it at the two Ultimates.

"Cap!" Natasha yelled as she saw the incoming projectile.

Rogers leapt into the air, swatting the weapon away, allowing it to explode across the lawn.

Cap turned to see the Winter Soldier reloading his rifle, and the Colonel getting to his feet.

"Nat, shield."

Widow handed the legend his shield while she removed her handguns from their holsters.

"Any idea on who this is?" Cap said, glancing at the Winter Soldier and then at the Colonel.

"They call him the Winter Soldier." Widow said, keeping her weapons primed on the assassin.

"He's a ghost story, never thought he was real until a few years ago in Odessa."

"Can you handle him?"

"I've been itching for a rematch if that's what you mean."

Cap nodded his head before readying his shield.

"Let's do this."

The Colonel dashed forward, wielding his dual-beam saber.

Captain America blocked the slash with widow leaping to avoid a cheap swing from the rival super-soldier.

Winter Soldier took this chance to pop off several rounds of ammunition at the red-haired spy who leapt to the side to avoid the gunfire.

* * *

Carol saw the miniature fire fight raging across the lawn and charge her fist.

"Oh they are not leaving us out! Sam! Back me up!"

Falcon looked down from where he flew raising his pistols to aid Captain America.

**BZZZZZZZ**

"What the—!" he exclaimed dropping from the sky to avoid a swarm of insects.

Carol saw a dark shadow cover the lawn and looked up to see a swarm of insects descending upon her.

"Holy shit!" she screamed before rocketing off the ground and into the sky.

She whirled around in midair before firing off a volley of photonic blasts into the cloud of insects, vaporizing them in flashes of yellow light.

"Sam! A little help!"

"I'm busy here!" Falcon roared as he dove down, trying in vein to avoid the cloud of insects that rained down on him.

"What the Hell is that?!" Janet exclaimed as she saw Carol and Falcon duel it out with the thousands of insects zipping through the sky.

"Me."

Wasp whirled around to see a woman with black-scaly skin an two horns protruding down from her skull.

"Names Swarm, I'll be killing you today." She sneered before flicking her wrist, sending a torrent of bees at the Avenger.

Wasp shrank down and zipped into the air, firing stinger-blasts to cover her escape.

"That's right…fly away little girl." Swarm snickered.

* * *

"Gah!" Hawkeye screamed as he was sent hurtling back into a wall.

"Ow…" he muttered as he gripped his pistols.

"Well I guess I know why you were the easy target." Hurricane said with a sinister grin.

"Shut up…" Hawkeye snarled as he tried to stand.

"Maybe if you were actually a threat then your family would still be alive!" Hurricane laughed.

She then weaved to the side as bullets shot towards her with inhuman accuracy.

"Too slow!" she exclaimed striking the Avenger across the jaw.

"Oof!" he grunted hitting the ground.

"Stop…"

Hawkeye hurled a dagger at the speedster who dodged to the left, only to avoid another knife that nicked her hair.

"doing…"

Five more bullets fired from the Avenger's gun before another arrow was launched from its under-barrel.

"THAT!"

Hurricane smirked as she caught the arrow mere inches from her chest.

"Again, too sl—"

**BEBEBEEP!**

"Huh?" she muttered looking at the flashing arrowhead.

**BOOM!**

The explosion sent Hurricane flying back where she smashed into the street.

"You…bastard!" she growled out, wiping the blood from her mouth.

"I thought you were supposed to be fast, bitch." Hawkeye chuckled as he reloaded his gun.

"I am!" she screamed before shooting off towards the Avenger.

Hawkeye had no time to react as the blow struck him across the jaw, nearly breaking it. He mashed into the ground before a kick to the gut sent him rolling back.

"AGH!"

* * *

**BAABBABABAAM!**

Nick Fury fired off the assault rifle from his makeshift mound on the ground as Scarlet Witch maintained her barrier.

"Betty! Get Hank or Pietro off their assess now!" he barked, firing off another round of ammunition at the Hydra soldiers that charged their position.

"I'm trying!" She screamed back as she checked Pietro's pulse.

**FABOOM!**

"Guh!" Wanda screamed as she fell to a knee.

The soldier's loaded another rocket into their launchers before taking aim again.

"Dammit brother…" she muttered before turning towards her downed twin.

"Pietro! Wake up!" she screamed with glowing red eyes.

* * *

The bullets slowed as Quicksilver awoke.

It took less than a microsecond for him to comprehend the situation and to act.

Wind ripped through the halls, scattering the soldiers across the room as the mutant speedster tore across the building and onto the front lawn.

He shot past Widow and Cap's fight with a glance before rocketing towards his own fight.

* * *

"Gah!" Hawkeye grunted as he felt the punch strike his side.

He fell to the ground, coughing in pain as he struggled to grip his weapon.

"Goodbye, American! Hurricane screamed vibrating her hand, preparing to slice his head off.

**FWWWSSSHH!**

"GAH!" Hurricane grunted as she felt herself being tackled at high speeds.

"You didn't see that coming?" Quicksilver asked as he kneed the terrorist speedster in the stomach.

"Quicksilver!"

She quickly recovered, taking off from the ground to pursue her speeding adversary.

"I thought Hawkeye would be my first kill! But now I got you!"

"Touch him again and you die." Quicksilver growled as the two engaged in a vicious battle of speed.

* * *

All around the two, time slow to a crawl. Debris and bullets hung in the air as the two super-humans raced around the area, destroying the ground they ran on.

"Is this the best you can do?" Quicksilver asked as he dodged a volley of strikes that barely grazed him.

"I know you can hear me bitch!" Pietro snapped as the fight continued.

"Oh I can hear you speedy." Hurricane responded.

"All I can say is that I've been itching for this fight since they cut me open and made me better!"

Hurricane struck the Avenger across the jaw, nearly flooring him, but Quicksilver recovered in time to avoid a stomp kick that smashed the ground.

"And I'm disappointed this is the best you can do!" she chided as she continued her assault, getting a dirty punch in the balls.

"GAH!"

Hurricane pushed her advantage by slamming the man into the wall.

The force of their combined speed obliterated the stone structure, reducing it to dust as they sailed through it.

"Maybe that's why daddy doesn't love you enough to keep you on Genosha!" Hurricane continued.

Quicksilver caught her next blow and threw her over his shoulder, allowing her to smash into the concrete sidewalk.

"Shut up!" he snapped as he delivered a stomp kick which she narrowly avoided.

"Hit a nerve, did I?" she continued.

Pietro threw a left hook that Hurricane blocked, returning a blow of her own, sucker punching the man in the jaw.

"Oof!"

"Face it mutie!"

another blow connected to Quicksilver throwing him back.

"You'll never be faster than me!"

A kick smashed into his side.

"You're nothing without you sister!"

Peitro dodged another kick before getting sliced in the shoulder by a vibrating hand.

"Agh!"

"All you have is your daddy's name! And he doesn't even love you enough to let you use it!"

Another slash caught him in the side, spilling more blood onto the street.

"Why the Ultimates let you on the team is beyond me!"

Hurricane brought her hand down in a stabbing motion.

**VZZAP!**

"GIAAARRGH!" she screamed as blood spurted forth from the stump that use to be her leg.

Pietro glared up at his enemy while his right hand continued to buzz in a blur of motion.

"Yeah, I can do that too!"

He lunged off the ground, grabbing Hurricane before rocketing off down the street, shattering every piece of glass he passed.

"You think you know me?" Me Pietro snapped as he dragged the speedster with him.

"You think me and my sister wanted to be alone?!"

They streaked past a set of car, throwing them over as the force of their speed crushed anything in its path.

"My father turned his back on us! We looked out for each other! And the Avengers accepted us! They took us in! So you want fast?! I'll give you Fast!"

Quicksilver pushed his body forward, pushing his muscles to their limit as he held Hurricane in front of him.

"P-P-Pietro!" she screamed, wind tearing at her flesh.

"S-S-S-STOP! PLEASE!"

"What's the matter, speedy? To fast for you? What speed's did they take you up to? Mach 3, Mach 5, how about Mach 10?!"

"GOD! STOP!" she screamed as she felt herself being torn apart.

"Feel your bones rattling?! Like you're on a freight train?! Feel you skin liquefying?! That Called molecule dancing!"

Hurricanes flesh began to liquefy, her bones turned to puddy as her skin slipped through Quicksilver's hands like mud.

"THAT'S WHAT HAPPENS WHEN YOU THREATEN MY FRIENDS!"

* * *

Wanda lowered her shield as she saw the soldiers go flying, smashing into the walls so hard that they broke them.

She turned around to see Betty sitting over an empty spot with Hank still unconscious next to it.

"Where's Pietro?" she asked.

"Ugh…" Hawkeye grunted as he looked around for Hurricane.

Instead, he saw Pietro not ten meters from him, hands on his knees, panting as sweat dripped off his face.

"Pietro!" Hawkeye snapped.

The mutant speedster looked at him, exhausted.

Hawkeyes struggled to stand but managed to speak.

"Stop fucking around and give me a hand here!"

Pietro just looked at him with an annoyed scowl.

* * *

"Grah!" The Colonel grunted as he took a blow to the jaw from Captain America.

The two men slashed and blocked as their duel to the death continued.

Widow fired off another clip of bullets that the Winter Soldier dodged before ditching his own rifle and rushing her.

He tackled the redhead, sending them both to the ground, where Widow pivoted off the ground, wrapping her legs around the assassin's waist and flipping them over, reversing the mount.

She quickly pulled a thick metal wire out of her belt and wrapped it around the man's neck.

Before she could strangle him, the man's metal arm found its way under the rope and pulled against its, snapping the wire before striking Widow across the jaw.

"Ah!"

"Nat!" Steve called out before a blade of energy slashed across his shoulder.

"GAH!" he cried before slamming his shield into the Colonel's face.

"AGH!" the man screamed as he felt his nose break. A kick to the knee brought him down before a fist socked him across the mouth, spilling blood.

Al-Rahman didn't yield, however. He gripped his weapon and wheeled it back, nicking the Captain across the side.

"ARGH!" Steve roared as he felt the energy sear through his flesh like a hot knife through butter.

The two men stood back from each other, both panting.

Cap was amazed that the man was still standing after this kind of exertion. The last person to push him this far had been the Red Skull when he was in his prime.

"It's over Captain!" Abdul spat.

"Your team will fall, and America will burn for what it's done!"

"Over my dead body!" Cap shouted back.

"That can be arranged!" Abdul retorted, raising his weapon.

Cap readied his shield before streaks of lightning flashed across the sky.

* * *

Quicksilver and Hawkeye looked up to see the sky was alight with streaks of blue lightning.

"Is that Thor?" Hawkeye asked.

"No…" Pietro muttered in horror.

* * *

Perun descended from the sky alongside dozens of Dynamo drones.

The massive machines crashed onto the streets of DC and began to rain fire down on it's many citizens.

Perun turned his head to see the machines slaughtering dozens of pedestrians.

"Dynamo! Call off your forces!" he yelled.

"**NO!" **an the enraged response of the armored terrorist.

Perun saw the red and grey man streak across the sky before landing in the middle of the streets where he began to open fire as well.

"If I can't kill Stark…I'll settle for burning his country!"

Dynamo's armor unfolded to reveal a vast array of machine guns and rocket launchers.

"Dynamo to all forces! Kill them all!"

His gun's burst to life with flames and smoke as he unleashed a barrage of ammunition on to the defenseless civilians below.

* * *

"Ugh…" Hank muttered as he awoke to a splitting headache.

"Wh-what happened…?" he groaned out.

"Hank!" Betty exclaimed.

"Betty? W-what's going on? Where's Janet?" he asked looking for his wife.

"Off fighting some bug lady." Wanda said as she helped him to his feet.

"What?"

"Wanda, I need you to wake up Jen!" Betty cried out.

"What?" Hank muttered as they looked down at the unconscious woman.

"She took a Hulk serum she designed! We need her in this fight!"

"She took a what?!" Fury roared.

"If she took a Hulk serum then she's as much of a threat as these guys are!" Hank shot back.

"She designed it a a controllable substance! All of the Hulk, none of the rage."

"How'd you know about this?" Fury asked.

"Nick, now isn't the time for that. Wanda, can you wake her?" Hank asked as Wanda set him down.

"Yeah…I think I can."

The girl sat down next to the doctor and she grasped her head in her hands.

Wanda's eyes glowed an intense red hue before crimson energy spilled from her hands and into Jennifer's body.

"GUAGH!"

Jennifer Walters shot from the ground as she awoke from her forced sleep.

"Agh…my head…" she muttered.

"You and me both Walters."

"Pym?" she asked as Wanda helped her to stand.

"No time for explanations, we need you to change."

"Change?"

"Hulk out Walters." Fury said.

Jennifer looked out across the White House lawn and saw the carnage the fighting had caused.

"My god…" she whispered.

"Walters!" Hank yelled grabbing her by the shoulder.

"Change now or we'll all die!"

"I…alright." She said before stepping back from the group.

She concentrated for a second, focusing on the transformation, craving the power, the rush that it gave her.

Then she felt it.

Her eyes opened to reveal two emerald orbs of rage.

"Gruh…agh…" she grunted as she felt her muscles bulge and her bones snap.

The group backed away as Jennifer Walters grew in size and mass.

Gone was the mousy lab tech, and now was the She-Hulk.

"Where's the fight?" she growled out.

Betty pointed a finger towards the explosions and gunfire that emanated from the Dynamo's robots.

"Hrnn…" She-Hulk growled before flexing her leg muscles.

She rocketed into the air before crashing down into the street.

She stumbled to a halt in front of the massive red drones with a snarl on her face.

"Hey you fucking pussies!" she screamed.

The drones turned towards the green goliath and locked their weapons on her.

"Try shooting at someone who can hit back!" she roared before grabbing a burning car.

She lifted the vehicle over her head and shucked it with all her might.

The projectile soared and smashed into the robot's chest, knocking it off balance.

"Kill her you idiots!" Dynamo screamed.

"Shoot to kill!"

"Grah!" She-Hulk roared as she lunged forward, smashing into a drone's chest.

She tore through its metal hull, ripping out the wiring and metal parts before leaping onto another mech that blind fired at her in a vein attempt to kill her.

She-Hulk collided with the machine's torso and slid down to its cockpit.

The terrified pilot could only stare in horror at the jade-giantess.

She slammed her hand through the glass, tearing the pilot from is seat and throwing him to the streets below.

Dynamo snarled in rage before blasting off the ground.

She-Hulk prepared to launch herself into the air again before a red mech smashed into her side.

"Die you whore!" Vanko screamed as he slammed her into the pavement.

She-Hulk slowly stood from the crater before a barrage of gunfire peppered her skin.

The high-Caliber weapons forced her back.

Dynamo pushed his advance as his massive duplicate leveled their guns on the now defenseless She-Hulk.

* * *

The Enchantress smirked from her seat on top of the Washington monument.

"How amusing that they think they can win."

Skurge said nothing as he stood stoically next to his mistress.

"At least the brute will now finally perish."

"Hrn!" Skruge grunted as he looked up.

"Hmm?" Amora questioned as she looked up at the sky.

"Odin's blood…" she muttered.

* * *

"Gah!" Jennifer screamed as the mortars exploded all around her.

The shrapnel scraped along her skin while the heat splashed against her body.

"Die! Die!" Vanko screamed in glee.

**KKKRRRZZAAAAPPP!**

Dynamo looked up to see a massive blast of blue energy rip across the sky and smash into one of the giant mechs, vaporizing it instantly.

Several more beams plummeted from the sky, demolishing four more mechs in showers of bright blue light.

"What is this?!" Vanko roared in rage.

"**Attention all terrorist assholes."**

All residents of the DC area, normal or meta-human looked up to see a massive space ship a mile in length.

* * *

Perun's eyes widened at the numerous arrays of repulsor cannons and mounted turrets that dotted the vessel's body.

He floated through the sky with a look of shock at the sheer size of vehicle.

* * *

Cap grinned at the unmistakable voice of one Tony Stark.

"What is that?" The Colonel asked in shock.

"That's Stark making an entrance asshole!" Widow screamed before firing off a barrage of bullets at the man.

The Colonel spun his weapon, striking the bullets before they could hit him.

The Winter Soldier stopped his own gawking as he realized Widow was still active he quickly withdrew two knives from his belt and dashed forward towards the distracted Russian.

"No you don't!"

Winter Soldier turned to see Captain American smashing into him, shield first sending the assassin tumbling back.

* * *

"**I'm gonna say this once. My name is Tony Stark. To the public I'm Iron Man, a playboy, genius, billionaire and philanthropist. To the outside world I've been called the Da Vinci of our time, which is personally ridiculous, I don't paint. But to you terrorists, I'm the Merchant of Death."**

"Don't stand there gawking fools!" Dynamo barked out to all his forces.

"Shoot him down!"

"**I'm giving you all one chance right now. Surrender, or I'll have Iron Man Six vaporize you like I did to all your friends. And as an incentive, even when I'm completely wasted I'm still and excellent shot. So imagine what I can do when I'm fully sober."**

"STARK!" Vanko roared in rage.

**KABOOM!**

Vanko's attention was again stolen by She-Hulk who was now tackling a massive drone that was attempting to crush a single man.

Despite the initial threat of being trampled to death, the lone man continued forward.

Jennifer looked down at the baseball-cap wearing individual with a look of utter confusion.

"Run you idiot!" she screamed before a massive blue beast slammed into her, knocking her off the robot.

"GAH!" She-Hulk exclaimed as A-Bomb smashed her into the ground.

"No can do Jenny!" the man screamed.

The robot stomped closer to him as onlookers watched in shock.

"I traveled halfway around the world to get back to my own damn country. And I'm not letting some assholes boss me around again."

The giant mech stomped closer to the lone stranger.

She-Hulk struck A-Bomb across the jaw, knocking him back.

She turned to see the man taking of his hat to reveal a small man with disheveled appearance and brown hair.

"Bruce?" she whispered in shock.

"That's right Mr. Roboto…I've recently reached a mutual understanding with the big-guy inside of me. If ya want to meet him just keep moving forward."

Bruce Banner merely smirked as the massive mech lifted its foot and brought it down on the man.

**FABOOM!**

The ground shattered as the machine crushed the former scientist beneath its foot.

Before it's pilot could cheer, he felt the machine tilt as something beneath the foot threw the robot backwards.

The crowd looked on in horror as did the many Liberation super-soldiers

Standing in the middle of a massive crater, was the unmistakable green, muscle-bound form, of the **INCREDIBLE** **HULK**.

* * *

**I'm closing in on the final chapters of this story. After this ends I'll be starting an ongoing Avengers story featuring all these characters with a longer running plot and more villains. **

**Hope you enjoyed this chapter!**

**Next Time: Chapter 10: Liberation Part 2**


	10. Chapter 10: Liberation Part 2

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 10**

**Liberation Part 2**

* * *

**Tibet, 3 Months Ago**

The cold wind whipped past the man's face as he marched up the cold mountain path.

The massive mountains provided no shelter from the brutal winds that raged across the frozen hills and plateaus.

Despite wearing heavy coats with a thick mask, the cold winds still stung his face through the protective garments. He struggled with each step as his mule whined behind him.

It had taken the man months to get here. And three days later he was still trying to hike up the mountain to reach his destination.

He fell, knees first into the snow as exhaustion threatened to set in.

The mule came up from behind him and nudged him with his snout.

The man turned around to look at the animal before looking back up the mountain pass.

He sighed a heavy breath before pulling out his walking stick and standing up again to continue his trek.

He marched forward up the mountain pass with his mule following close behind.

The long walking stick crunched through the thick snow as the man trudged up the peek of the path.

"Almost there…" he panted in exhaustion as he looked up at the end of the summit.

A massive peek shot out of the mountain, and in its center was a large set of wooden doors with intricate carvings and two brass knockers in their center.

The man walked up to the massive doors, snow crunching beneath his boots.

The man finally stopped in front of the peek before pulling down his facemask.

Bruce Banner breathed in the frigid air before lifting the brass doorknockers and slamming them against the aged wood.

He waited patiently for a minute, but nothing happened.

He turned to the mule that was carrying his bags.

"Think anybody's home?' he asked the animal.

The mule only grunted.

The doors opened up as warm light flooded the snowy path, bathing it in a yellow haze.

Bruce covered his eyes for a moment before they adjusted to see a thin bald man in orange monk robes standing in the doorway.

"Uh…hi…" Bruce said uncertainly.

"Hello." The man responded simply with a friendly smile.

"You…you speak English?" Bruce asked, surprised.

"So do you." The man responded, still grinning.

"Uh…right." Bruce replied.

"How did you find the door?" the man asked curiously.

"Huh?"

"The door. How did you find the path that lead here?"

"Oh! I had a map." Bruce replied pulling out the aged parchment from his coat's inner pocket.

"Ah…that makes sense." The man said with another smile.

"What have you come here for?"

Bruce hesitated before opening his mouth.

"I…I came here to see the Panchen Lama."

"Why do you seek the Panchen Lama?" the monk asked.

"Because legends say that he is the wisest man on Earth. And I…I was hoping…"

Bruce's mind flashed back to the explosion, the heat, the radiation, the weeks he spent alone as the Hulk, the days he wandered lost as Bruce Banner, the rage at Betty, at Fury, at everything.

"I was hoping he could cure me."

"Cure you of what?" the man asked innocently.

"Of…my rage…my anger."

"You think he can do this?" the monk asked.

"Yes. I was hoping that the legends were true. He's the smartest man on the planet."

"HA!" the old man chuckled.

"You flatter him!" the old man cackled as he continued to laugh.

Bruce looked at him curiously before a thought struck him.

"You're him, aren't you? You're the Panchen Lama!"

The man frowned at this statement.

"No. My name is Steve." The man replied.

"Oh…really?" Bruce asked unconvinced.

"Yeah. You want some hot cocoa?"

* * *

Bruce sat in a comfy set of pillows while holding a steaming cup of hot chocolate. He waited patiently for a few minutes before the sound of bare feet on stone floor alerted him to another's presence.

Bruce turned around to see a young boy of Asian descent walking towards him. He wore casual clothing befitting a preteen.

"I'd let that cool if I were you. Steve tends to make it too hot."

"Oh…thanks."

"Can I ask you a question…?"

"Bruce."

"Bruce, do you mind if I question you?"

"Uh no…"

The boy sat across from him on an opposite pillow.

"Do you know who I am?" the boy asked.

Bruce said nothing as he simply stared at the boy. Cup of cocoa in hand.

"Do you give up?"

"You're the Panchen Lama." Bruce said finally.

"Yes. I suppose you thought I'd be older?" the boy asked.

"A little bit older at least…but look's are deceiving."

"I could say the same about you, Dr. Banner."

Bruce's eyes widened at those words.

"How did you-!"

"The man who gave you the map ran your prints through Interpol's database. He called me on my phone soon after he gave you the map."

"You…you have phones?"

"In these dangerous times, it is sometimes better to be technical than mystical. But we never lose our roots."

"I see…" Bruce said.

"Don't worry. The man told no one else of your survival. I trust that you've come here for a reason."

"Did the door-monk…Steve, did he not tell you?"

"He did. But tell me, why do you think you're here?"

"To be cured."

"And you think I can cure you of what?"

"My rage."

"Tell me, what do you know of me? Or what do you think you know?"

"You're the Panchen Lama, the greatest scholar in all of Buddhism. You're second only to the Dali Lama. And that when the Dali Lama dies, it's your job to find him again. To find the next body he's to be reincarnated into."

"It is a cycle that has persevered for centuries." The boy said.

"But tell m Bruce. If it is his job to find me, and my job to find him, who found who first?"

"What?"

"Which one of us was found first?"

"I…" Bruce started. "I don't know…"

"You Westerners have a much more amusing way of phrasing this question. I believe it has something to do with chicken and eggs."

"Yeah. Which came first…but what does that have to with me?"

"I know that when you are angry, you transform into a beast. A being of near limitless strength and stamina. A being that cannot be controlled, or contained."

"The Hulk…it's…he's out of control." Bruce said with finality.

"You talk about him like he's a different person." The boy said.

"He is."

"Is he though? Have you ever considered that you and Hulk are one in the same?"

"We are NOT!" Bruce snapped.

"I want you to ask yourself something, Bruce. Perhaps it is not you who turns into the Hulk, but the Hulk that changes into you?"

Bruce stared at the man with wide eyes before he attempted to speak again.

But the boy cut him off.

"Chicken, or egg, Bruce."

* * *

**Washington DC, Present**

"GRAAHHH!"

**FABOOM!**

A car exploded in the face of a giant mech, knocking it back.

The Hulk roared in rage as he picked up to more jeeps and hurled them at the massive mechs.

Each blow shattered the cars, but sent the drones stumbling back.

"My god…Bruce…" Jennifer whispered in both joy and horror.

"_GRAAH!"_

She-Hulk turned just in time to receive a blow to the jaw, sending her crashing to the ground.

Hulk turned his head to see the She-Hulk being pummeled by the Abomination.

The blue brute raised his fists in the air, preparing to bring them down with the full force of his gamma-spawned might.

"Gragh!" Hulk screamed grabbing a chunk of rubble from off the ground.

Without another thought, the gamma-powered beast hurled the rock with tremendous force.

**CRACK!**

The blow struck A-Bomb head on, shattering his snout, making him recoil in pain.

"_GRAH!" _

Hulk flexed his legs and leapt into the air in seconds he had crossed the distance between himself and the blue monster.

**KRABOOOM!**

The asphalt shattered as the Hulk landed.

The ground caved in, making a massive crater that was uprooted a soon as the Hulk shot forward, barreling into the Abomination.

"Hrnnn!" Hulk grunted as he lifted the flailing monster off the ground and into the air with both hands.

"_A-Bomb smash!" _it roared before Hulk glared at him.

"Blue man try to crush Hulk's cousin…now Hulk crush Blue man!"

"Giargh!" Hulk roared as he hurled the monster into the air before he fell, smashing into the street, creating another crater.

The Hulk knelt down in front of his cousin and gingerly raised her to her feet.

"Cousin hurt?" he asked.

Walters looked up at the green monster to see a look of utter concern on the brute's face.

The creature who had killed over seven-hundred people was now trying to help her.

"Yeah…I'm alright big guy…"

She turned to look at the struggling form of A-Bomb rising from his crater, and felt her own anger rise.

"Nothing a little physical therapy can't cure!" she growled.

Hulk followed her gaze and snarled at the monster.

A-Bomb's eyes locked on the Hulk.

Although surprised, the monster quickly felt the anger begin to brim inside of him.

"_You not real Hulk…you fake! A-Bomb rip off Fake-Hulk's head!"_

Without warning, A-Bomb leapt through the air. Preparing to smash the two gamma-beings.

Hulk roared in rage before flexing his leg-muscles and rocketing forward, slamming into the monster in mid-air, sending them both hurtling down to Earth.

**FABOOM!**

* * *

Tony Stark looked out one of the dozens of monitors housed inside his armored fortress.

"Damn…" he muttered as he watched the two monsters tear apart the streets with each blow they made.

"Well, can't let Banner do all the work. Jarvis."

"**Sir?"**

"Make sure the PA is directed towards Mrs. Hulk. And get me a bio-scan on who she is." Tony said as the cameras on one his monitors zoomed in on the She-Hulk.

* * *

"**Attention Mrs…Walters?"**

Jennifer looked up at the massive Iron Man Six and was surprised to hear Stark talking to her.

"Stark?" she questioned.

"**Good to see you in the…green flesh, Dr. Walters. I'd love to chat you up right now but really I need you to clear as many people off the streets as possible."**

"I can still fight!" she roared, her eyes glowing a dangerous green.

"**That's why I need you to help the goddamn civilians! Take out as many of these bastards as you can but we need to protect the people like we were formed to do! So go be a hero!"**

Jen looked between the battle between the Hulk and the Abomination.

The Hulk struck the brute across the jaw, sending him flying back into the Lincoln Memorial.

"Fine." She muttered before leaping off towards a flock of super-soldiers.

* * *

A-Bomb smashed through the roof of the Lincoln memorial, narrowly missing the statue of Honest Abe himself before smashing into the pond.

He groggily lifted his head only to have it shoved back into the water by Hulk's fist.

"_BLUARGH!" _The monster roared as Hulk held him underwater.

A-Bomb slashed Hulk across the side with his claws, forcing Hulk back.

"Grah!" the Hulk roared as he saw green blood oozing from his side.

"Hulk crush you!"

"_A-Bomb kill fake Hulk! A–Bomb kill all fake Hulks!" _

"Hulk not fake!" he roared charging forward.

"Hulk REAL!"

The two titans collided with a blast of force that tore apart the surrounding area.

* * *

"Jarvis, lock me onto all Avengers com signals now." Iron Man ordered as he watched his automated ship decimate the Dynamo's forces.

"**All Avenger's have been located, save Thor."**

"Damn. We could use him."

**KRAKOOM!**

The entire ship shuddered at the impact.

Iron Man remained standing but saw damage to the ships outer hull.

"Jarvis."

"**On screen, sir." **

"Who the Hell is this?" Iron Man asked in irritation as he saw Perun hammer the outside of his ship with bolts of lightning.

**KRAKOOM!**

"**Sir, his attacks are causing substantial damage to the ships outer hull. I'm reporting 10% damage."**

"Is the armor holding?"

"**For now, but I'd advise action."**

"Turrets 5-8, focus fire on this Thor-wannabe. Shoot him out of the sky!"

* * *

Perun soared through the air, strafing the ship with bolts of lightning that hammered the ships outer-hull.

Perun looked own to see the remaining mechs rocketing towards the ship, firing their cannons like no tomorrow.

Iron Man Six rotated its cannons. They opened fire on the flying drones with a payload of repulsor fire.

The beams of blue energy struck the machines head on, vaporizing their armor within seconds.

While Perun held no like for the Dynamo or his forces, he couldn't let their biggest supports crumble like this.

Perun raised his hammer high into the air. His armor charged itself, glowing with ionic energy before the clouds lit up with blue lightning.

Perun focused as he willed the energy to fall.

**BABABABABABARRACK!**

Perun's concentration broke.

He immediately dived down to avoid the hail of repuslor fire that erupted from the machine-gun like mounts on the upper half of Iron Man Six.

The massive machine's engines roared to life, jets of blue flames bursting out from the exhaust vents

Iron Man Six moved forward as it turrets continued to rain down beams of blue death on all the Liberators.

Perun strafed left, flinging a bolt of lightning into the hull of the Avenger's ship.

**FABOOM!**

The top portion of the ship exploded as the lightning tore across the ship.

* * *

"Damn…" Tony muttered.

He watched as alarms blared over two of his screens, relaying all damage reports to his HUD.

"This guys got chops…Jarvis, give me full operational control of all turrets. I'm leaving the main guns for your operation."

"**Affirmative. Suit cradle is now operational."**

"Thanks buddy."

A large seat rose up from the middle of the platform, unfolding to reveal a human-shaped table with various plugs and cables.

He laid down in the cradle and waited while the various cables and plugs attached themselves to his suit.

"Iron Man integration system start. Route all turret gun controls to motor eye sensors."

His eyes immediately began to dart around the area, trailing Perun while simultaneously pelting him with a hail of automatic repulsor fire.

His sights quickly followed the soviet Thor, never letting him out of his sight.

"Man this guy's fast…"

**KABOOM!**

"What the fu-?!" Tony exclaimed.

The turrets went offline one by one. The feed became filled with static as more explosions rocked the ship.

Iron Man detached himself from the cradle as another explosion shook the ship.

"Jarvis!" he barked out.

"**New problem sir."**

"No shit J! Give me a visual!"

Jarvis brought up the feed to show a single red and grey armored man ripping off one of the mounted turrets and hurling it to the streets below.

"J…who is that?"

"**Facial scans have identified him as Ivan Vanko."**

"Vanko? As in Anton Vanko?!"

"**The same."**

"Dammit dad…another one of your messes I have to clean up. How much damage is he doing?"

"**The substantial kind."**

"Take the wheel J. Me and Ivan are gonna have a little chat."

"**Very good sir."**

* * *

"STARK!" Vanko screamed.

He fired off a volley of rockets that tore apart another turret before aiming his guns towards one of the main cannons of Iron Man Six.

"For the love of God, would you shut the Hell up?"

Dynamo spun around to see Iron Man rocketing towards him in his own armor.

"Stark…" Ivan growled as he aimed his weapon at the armored super-hero.

Iron Man flew to a stop several meters away from the Crimson Dynamo as Iron Man Six's engines roared to life.

Vanko glanced at the machine and saw it was still laying waste to his forces.

But he didn't care. All that mattered now was the man in front of him.

"I've waited all my life for this!" he snarled.

"Really, just to meet me? You should've called, we could've had a few drinks, talk about old times…right before I deported your ass back to Siberia, Rusky."

"You ruined my life!"

"Your dad and mine had a falling out, but that doesn't mean you can't move past that Vanko! I'm not my father!"

"You know what they say, 'Sins of the father.'"

"Vanko…you've already crossed one line and are now standing on very thin ice. You. Need. To. Stop."

"You come from a family of butchers and pigs…the blood of millions is on your hands!"

"My hands? My hands?! Look around Ivan! All of this! This is your doing!"

Dynamo glanced at the carnage his robots were creating as building exploded and the super-soldiers tore apart everything in their path.

"You do all this, and I'm the butcher?"

Vanko said nothing as his rage grew.

"You are a butcher. What you did…to my family…for forty years…I've done to your country in one day."

"You're insane."

"And you'll be dead!"

Dynamo's arms burst open to reveal an impressive array of machine guns and rockets before opening fire on the Armored Avenger.

**BARARKKAKBABRA!**

Iron Man's boosters cut out a he dropped from the sky.

Dynamo roared in anger as he turned his guns down in a vain attempt to hit the hero.

Iron Man shot forward, dodging and barrel rolling to avoid as many bullets as possible.

"Okay asshole, let me show you what a Stark can really do!"

He rocketed around before his boosters erupted in blue energy.

Dynamo's smirk fell as Iron Man crashed into him, sending them both plummeting to the streets below.

* * *

"OOF!" Captain America grunted as the metal fist slammed him in the gut.

He could feel himself being lifted into the air before being hurled to the ground where he smashed into the ground.

He looked up in time to dodge a stomp kick from the Winter Soldier.

The mask-wearing assassin removed another knife from his boot before twirling it around in his hand.

"And here I thought this'd be easy."

* * *

Widow dodged another beam-saber before firing off another clip of ammunition at the colonel.

The super-soldier merely spun his weapon as he vaporized the bullets with a grunt of irritation.

He lunged forward, spinning his weapons within his hand as he slashed at the Russian who back flipped away.

Upon landing on her feet, Widow immediately leapt back to avoid a narrow slash at her waist.

She aimed her left gun only to have the tip slashed off by the red energy weapon.

"You've seen what the Americans can do!" Abdul yelled as he tried to sweep her leg.

She leapt over the kick and delivered kick of her own to the man's head.

The Colonel stepped back before slashing again at his opponent, clipping her in the shoulder.

"Gah!" Widow exclaimed as she fell back.

The Colonel stabbed downwards only for the woman to roll back and shoot at him.

The Colonel twirled his weapon, destroying the projectiles before they could hit him.

"You've felt firsthand what they've done!"

"I have." Widow growled before hurling a small knife at the man.

The Liberator caught the blade in his hand and tossed it aside.

"Russia was once a proud nation. One of the strongest. The only other power that could rival America. And they destroyed it."

"You don't need to lecture me. I lived through it all. And I don't need another Red Room speech!" Widow snapped back, reloading her pistol.

"Now it's nation of gangsters and hookers. But what if you could change it?"

"I'm really not interested…" Widow said as she saw Steve fighting the Winter Soldier not to far off.

"You could bring it back to its full glory. Help us."

"Russia had its chance. And you had yours."

"That is a shame." Al-Rahman said.

He raised his weapon and gripped it with both hands.

"Today another person will die in the name of American's and their Independence."

Widow raised her pistol before the Colonel charged forward.

* * *

**BABLAM-BABLAM**

Falcon's guns erupted at bullets flew from their chambers and into the mass of insects that chased them.

Carol fired off volleys of photonic energy alongside Wasp and her wasp-stings.

The horde of insects briefly stalled as the heroes pelted it with fire and energy.

Swarm watched on from the ground below with a sadistic grin. She raised her hand and closed into a fist, ordering the swarm to increase its ferocity.

The Avengers felt it immediately as the insects pushed forward with wild abandon.

"What the Hell is up with these bugs?!" Carol screamed as she fired off another blast of energy from her fist.

"Split! Split!" Falcon screamed as he dived downwards, firing off a hail of gunfire.

Swarm smirked before releasing another set of bugs from beneath her scaly skin.

"Carol! You and Sam keep these things occupied!" Wasp called out before darting forward.

"What?! Wasp where are you going?!"

Her question was cut short when the insects flew towards her, causing her to rocket into the air while unleashing another blast of energy into the cloud of bugs.

* * *

"It's no use." Swarm mused as she watched the two Avengers struggle against the cloud of bugs.

"I'd say it's worth a shot!"

Swarm turned around.

And was blast in the face by Wasp.

"GAH!" she screamed as she gripped her face in pain.

Wasp regrew to her normal size and grabbed the woman by the horns before binging her in for a knee to the face.

"Guh!" she grunted as blood spurted from her nose.

Wasp's fist burned with yellow energy before striking Swarm across the face, splitting her scaled skin open.

"Call off those bugs now!" she screamed.

"Fuck you!" Swarm screamed.

She slammed her foot into Jan's stomach, knocking the wind from her body and throwing her back.

Swarm's fingers enlarged briefly before five vicious stingers ejected from her fingertips.

"Hope you like poison, girly…" Swarm sneered as she stomped towards Wasp.

The size-changer quickly shrank down and zipped around the woman darting off into the sky.

"Stop running!" Swarm screamed before she unleashed another horde of insects into the air.

* * *

"Dammit, Nick! Move!" Hank yelled over the roar of gunfire as he pulled Fury along.

Scarlet Witch unleashed a burst of crimson energy into the air.

The sphere exploded in a brilliant display of power, knocking multiple flyers out of the air.

Panther slashed another man across the chest before leaping into the air.

He tackled one man down, gutting him in the stomach before hurling five rocket claws into another man, blowing him apart.

"It's hard to stay conscious with one arm…" Nick growled as he kept his assault rifle leveled in his left arm.

Betty Ross lugged a still unconscious Victoria Hand with her as the group made their way towards Air Force One.

"We need to get the President and the VP…" Nick muttered as Pym carried him towards the wreckage.

"We know Nick, just stay conscious!"

"Incoming!" Wanda screamed.

The group looked up to see a massive crowd of insects flying towards them in a massive cloud.

"Hank…" Betty muttered.

"I got this." Hank said, tapping the side of his cowl. Instantly a helmet unfolded onto his head, ejecting two antennae out of the forehead.

Hank concentrated, trying to link his thought to the insects inside the swarm.

"Something's wrong…" Hank said.

"The insects are too coordinated Dr. Pym…" T'Challa said

"I can't control them." Hank muttered in shock.

"Brace yourselves now!" He shouted.

Wanda's eyes burned red before she threw up a defensive bubble of red energy around the group.

Instantly the insects slammed into the shield, pelting it with full force.

* * *

"GAH!" Swarm screamed as her body was pelted with wasp-stings.

"Just fall already!" Wasp screamed.

Swarm flailed her arms about in a vian attempt to hit her while she tried to concentrate on her insects.

She looked up to see the swarm, attacking Falcon and Danvers, was losing accuracy and force.

She quickly sent out a mental command to increase their ferocity, making the two heroes scatter in an attempt to separate the cloud.

Swarm smirked before a throbbing pain burst from her skull.

"Ah!" she screamed as Wasp clubbed her over the head with chunk of concrete rubble.

Swarm glared up at the woman before tackling her.

Wasp struggled to hit back but was stopped when the Liberator grabbed her wrists.

Janet fired off her wasp-stings but each missed as Swarm mover her hands out of her face.

"Just face it Girly…You're DEAD! We'll win!"

"You kidding me?!" Wasp screamed back.

"Do you not see the giant fucking space-ship in the sky?!"

"Stark will fail! Just like you have!" Swarm sneered as she pushed her stinger-claw downwards.

Wasp struggled to stop the woman.

"Gruh!"

"Just let it end…" Swarm sneered as her stingers inched closer to the woman's chest.

"One little prick and it'll all be over…"

"FUCK YOU!" she screamed, head butting the woman in the nose.

**CRUNCH!**

"UMPH!" Swarm screamed as her nose shattered.

Wasp's head throbbed, but she ignored the pain before blasting the woman off of her.

Swarm toppled back in pain.

As her concentration broke, so did the insects.

* * *

Hank could feel the insects becoming disorganized and he used this to his advantage.

He tapped the side of his helmet and concentrated, pulling the insects away from Sam and Carol and away from themselves.

* * *

Swarm moaned in pain before her eyes found the Avenger that was taking away her personal army.

"NO!" she screamed.

Wasp struggled to rise until she saw Swarm crawling towards Air Force One.

"No…you don't get to walk away."

Wasp reached into her pocket and pulled out a small vial of orange fluid.

* * *

"Pym! Are you controlling these things or not?!" Fury screamed.

"She's fighting me!" Hank yelled back as he struggled to guide the insects away from himself and his team.

"Guys…I think Janet's got this." Wanda replied as she kept up her defenses.

"What?' Fury asked.

Hank saw his wife inject herself with the serum and he smiled.

"Don't worry Nick, Swarm's a dead woman."

"What can Jan talk to insects now?!"

"Nah…she's just using something I gave to her for insurance."

* * *

Swarm smiled as she saw her horde of insects descend upon the Avengers.

Then a massive shadow covered the area.

Swarm turned around to see something that made her blood run cold.

"Oh shit."

**BRAKOOM!**

The ground broke underneath the enlarged foot of the now 60-foot tall Wasp.

The enlarged Ultimate smirked down at her handiwork before looking at her teammates.

Wanda dropped her shield as Hank ordered the insects to disperse.

"Janet you are beautiful!" he exclaimed.

Wasp smiled down at her husband before the sound of stomping metal caught her attention.

A small group of Dynamo Mechs were stomping down the street, each aimed at the giant woman.

"Hank, I could use a hand!" she shouted out.

One of the mechs raised its arms before unleashing a torrent of bullets.

Wasp dove to the side before unleashing a massive blast of energy from her hand.

The super-sized wasp sting carved the mech in half before it exploded.

The other mechs moved their guns into position before one was hefted off the ground by and 80-foot tall Giant-Man.

"Get the Hell way from my wife!" he shouted before bringing the robot down on another mech, shattering the two.

Wasp waited no time in unleashing another blast of energy that tore through a mech.

She then delivered a powerful punch to another machine, knocking it back before Giant-man stomped on its head, breaking its robotic skull.

"We could really use a little more back up here!" Hank shouted.

"I've got Ultron taking control of SHIELD's mainframe! They should be here anytime now!"

"Ultron is active?"

"Yeah!"

"Are you in contact with them?!"

"Yeah!" Wasp screamed elbowing a mech in the face before Hank grabbed its cannons before turning the guns on its fellow machine, obliterating it red hull.

"Get them to free everyone in New York! Round up every super-hero they can!"

"And get the Helicarriers!" Fury screamed from down below as he popped off a few rounds into a Hydra soldier's chest.

"The Destroyer-class helicarriers! Get them launched and take out their airfleet! Connect them to the mainframe and—"

"And we'll have both ground and air superiority. Jan!"

"On it! Ultron! Activate the Destroyers! Get them air born!"

* * *

**Triskelion**

Ultron's eyes glowed an eerie red as they accessed the full power of SHIELD's arsenal.

"**Ultron prerogative…accessing Destroyer-class files…project Hailfire is primed. All units…deploy."**

The hangar doors opened as the jack-o-lantern faced machines activate their rocket boots, launching themselves into the air.

* * *

**New York City**

The assembled heroes were marched out of their cells, each one restrained in inhibitor collars and specialized restraints.

"Get the FF onboard the first transport, the next three will be for the X-Men and then for the other ones."

Spider-Man turned to see his sister walking next to him, her eyes glancing fearfully at Viper who was standing near her own transport.

"It's okay Jess." He assured her. "I'm not gonna let her take you away again."

"Peter…you have no idea what they'll do to me…I can't go back."

"You're not going back." Back Cat reaffirmed.

Jessica smiled under her mask until Viper stepped forward to speak to one of the soldiers.

The soldier nodded his head and motioned towards one of his fellow soldiers.

The two men proceeded to walk towards the group of heroes. Specifically Spider-Woman.

Spider-Man growled under his mask as both he and Black Cat moved to shield their friend from the Hydra foot soldiers.

"You." The soldier said, pointing at Jessica.

"You're coming with us."

The two men moved towards the teen only to be blocked by Spider-Man.

"Move." They said.

"Fuck off." He replied.

Even through the collar, Peter could feel his spider-sense triggering.

The guard slammed the butt of his rifle into the hero's stomach before striking him in the head.

"Guh!" he grunted as he fell to a knee.

"HEY!" Johnny shouted as the numerous heroes began to struggle.

* * *

Viper sighed in irritation before gesturing to the remaining super-soldiers.

"Restrain them." She muttered. "And bring me the girl."

"Ma'am!" a soldier exclaimed jogging towards her.

"What?"

"We have civilians in the area, they're refusing to move!"

"Then clear them out, you know how to use that gun don't you?"

"The Liberators aren't allowing us, they refuse to let us hurt them."

"Gah." Viper muttered as she waked towards the edge of the landing zone to see a platoon of super-soldiers holding back a small group of civilians.

"Get them out of here!" Viper snapped.

"We're under orders." A man grunted.

"I don't care. Get them out of here, or I'll have my men mow them down."

"We are to not harm civilians!" a man snapped back.

"Hydra doesn't share your beliefs. If a few people have to die to prove a point they'll die."

"That won't be happening!" a super-soldier growled stepping forward.

Several Hydra troops raised their weapons.

"At least we know you guys hate each other." A new voice said.

The group turned around to see the group of civilians smirking at them.

"Now I think we can get down to business." The lead man said as he removed his glasses.

"You civilians need to leave, now!"

"Oh were not civilians." Another man said as he pulled off his hat.

"We're the EU's Excalibur Super-Team." Captain Britain said as he pulled off the suit jacket to reveal the Union Jack on his chest.

"What?" Viper asked in shock.

"Guess you weren't into comics when you were young." Italy said with a smirk.

"These are called secret Identities."

* * *

"OOF!" Johnny exclaimed as the gun struck him across the jaw.

"Back off my brother!" Susan screamed as she rammed the soldier in the back.

"You bitch!" The man yelled grabbing her by the hair.

"Get away from my fiancée!" Reed screamed, slamming his restrained hand onto the man's head, knocking him to the ground.

Two guards slammed into the scientist, tackling him to the ground before Ben Grimm knocked them off with his own restrained arms.

"Back off psychos!" he roared.

"Restrain them!" a super-soldier screamed as he and several more super-powered individual flew towards the group.

Even though he was shackled by an inhibitor collar, the Thing's strength was still strong as he hurled a soldier into the group before leaping forward to barrel into them.

* * *

Colossus saw the fighting and turned to Cyclops.

The leader of the X-Men glanced at the still unconscious professor, Jean and Kitty before glancing at the other X-Men.

He nodded his head and Logan nodded back.

Without warning he charged forward and slammed his shackles against Scott's head, shattering his visors.

"Cyclops 2 O'clock!" Storm screamed.

Cyclops opened his eyes and unleashed a blast of optic power in the direction he was told.

The beam rocketed through a platoon of soldiers before striking a transport.

The V-TOL erupted in an explosion of fire.

"Shit!" One of the soldiers screamed before he took aim at Cyclops.

He pulled the trigger and watched as the bullets flew from his gun and collided with Wolverine who pushed Cyclops down.

"AGH!" he roared as the bullets tore into his chest, bouncing off his adamantium ribs.

Colossus charged forward and delivered a powerful stomp-kick to the man, sending him flying back.

"Colossus lean close!" Scott ordered.

Colossus understood what he wanted and arched his neck.

"Now!" the Russian exclaimed.

Cyclops opened his eyes and fired off a beam of energy that tore apart the mutant's collar.

Instantly the man shifted from human flesh to organic steel.

With a grunt of effort, he tore his restraints apart before doing the same to the others.

"Ugh…" a soldier muttered as he got up from the ground.

He turned to see the X-Men breaking free from their restraints as terror seized him.

"Escort to command! The X-Men are loose! Get us the Liberators!"

The man stopped and turned to see a cloud of frost billowing over him.

When the cloud cleared, the man was frozen solid.

"That's for sedating my girlfriend creep!" Iceman shouted as he shifted into his ice form.

Beast and Storm tore off their own collars with the latter taking to the skies.

Rockslide and Husk quickly went to work in freeing the professor Jean and Shadowcat.

"Surge! Jolt them awake!" X-23 shouted as she and Logan remained trapped in their adamantium cuffs.

"Don't have to tell me twice!" the blue-haired girl exclaimed as she ran towards her teachers.

She pulled the sedative needles out of their bodies before sending currents of electricity through them.

Each one spasmed for a moment before their eyes shot open.

Kitty phased right through her gurney and fell painfully on the ground, butt first.

"Ow!" she muttered as Bobby ran over to help her.

"Kitty!"

"Bobby!" she exclaimed before hugging her boyfriend.

"Jean!" Scott yelled as he helped the redhead to her feet.

"I-I'm okay Scott…just…just my head."

"Sedatives…" the Professor groaned as Hank lifted him onto his back.

"Professor." Scott said, looking at his mentor through closed eyes.

"I've read your mind Scott, I know what you're thinking."

"Then can someone help us out of these things?" Logan growled.

Kitty went to work freeing both X-23 and Logan of their restraints by phasing their hands through the metal.

**BOOM!**

The X-Men turned to see a cloud of dust erupt from the area not far from them.

"I think it's time we fought back." Logan growled.

"I agree Logan." The Professor said.

* * *

The Excalibur team flew in fast, plowing through the Liberators forces as they swept in to free the heroes.

Captain Britain threw the soldiers off of Ben before tearing off his collar.

The Thing felt his strength return and grinned, breaking his cuffs.

Spain grabbed the Invisible Woman's collar and tore it off, allowing her to break her restraints, her brothers, and her fiancées with three tiny force bubbles.

"Hey Johnny." Spider-Man said as he held out his own restraints.

"On it." He said with a grin as he lit his hand on fire. He melted through the cuffs and the collar around Spider-Man's neck before the arachnid themed hero freed both his sister and her friend.

"Where's Viper?" Jess growled.

"That green haired skank is making a break for it!" Captain France shouted as he pointed towards a primed V-TOL.

"Come on Spidey!" Jessica exclaimed.

Spider-Man dashed after his twin as they ran towards the chopper.

"Flame On!" Johnny exclaimed as his body burst into flames.

"Johnny! You and Susan get airborne, take out their flyers! Ben you and I are going to draw their fire!" Reed shouted out.

* * *

Viper sprinted toward the awaiting V-TOL as her soldiers were mowed down by the Excalibur super-soldiers.

She glanced behind her to see several men go flying into the air before crashing back down to Earth.

"Dammit. Should've kept Crossbones here." She muttered as she stepped onto the V-TOL

**THWIP!**

"Huh?" she turned her head to see a thick strand of grey gook on her shoulder.

"AGH!" she screamed as she was pulled back.

She crashed into the dirt, right in front of an enraged Spider-Woman.

"Ah…Jessica dear." Viper said with a grin.

"Jess!" Spider-Man yelled.

He ran towards his sister before his spider-sense blared in his skull.

Moving on instinct, he flipped into the air as a super-soldier shot through the sky and smashed into the ground.

Spider-Man landed on the ground, rolling to his feet. He spun around while firing his web-shooters, quickly enveloping the terrorist in a cocoon in webbing.

"One down…" he said. Then his spider-sense blared.

He leapt out of the way of another flyer who took a blind punch at the super-teen.

"Damn!" he muttered.

* * *

Jessica Drew-Parker glared down at her former captor who merely smiled up at her.

"If you wanted a hug all you needed was to as-gak!"

Jessica grabbed the woman by the throat and lifted her off the ground, squeezing her hand tighter.

"GARK!" Viper choked as her young ward squeezed tighter.

"You took my life away…you stole me from my family…you erased any chance I could've had for happiness when you abducted me…"

"I-I made you better! I g-agave you your powers…I gave you a true purpose!"

"You turned me into a weapon!" she screamed.

"I-is there any truer purpose?" Viper asked with an ecstatic smile.

"You…!" Jess snarled before she felt a sharp pain in her stomach.

"AH!" she cried out as Viper dug her knife into her stomach.

"Grah!" Jess cried out before throwing Viper to the ground.

The green-clad assassin rubbed her neck with a sinister smile as she saw Jessica stumble back.

Spider-Woman coated her wound in a thick scab of webbing before she looked up.

Viper aimed her pistol at the girl and smirked.

"Simple shot to the chest should keep you down…then it'll be like old times…" she mused.

"Over my dead body!"

Viper turned in time to avoid a slash from five talons attached to a furious Spider-Man.

"That can be arranged!" Viper exclaimed as she leveled her gun. Until it was sliced in half.

Spider-Man grabbed the woman by the face and hoisted her up by the neck.

"This is for my sister!" he roared before pulling his right hand off her face.

**SHRIP!**

"GIIIAAHHH!"

Viper reeled back in pain.

Spider-Man watched as the woman clutched her now scarred face.

Spider-Man looked down at his now blood soaked palm that still had the remains of her skin.

"GAH!" Viper screamed as she glared daggers at her enemy.

She removed her hand from her face, allowing Jess to see a nasty hand-shaped patch of bloody muscles. The exposed flesh bled profusely as the woman backed up.

"YOU SON OF BITCH!" she screamed as blood pooled from her wound.

Peter released the concentration from his hand, allowing the skin to fall from his palm and onto the ground.

"Careful, bitch. That's my mother you're talking about!"

Spider-man charged forward with all four of his mechanical arms ready to impale the woman.

"Get him!"

Spider-Man felt his sixth sense tingle as a dozen super-soldier shot from the sky and slammed into him.

Viper took her chance and sprinted back onto her V-TOL.

"Take off!" she screamed to the pilot.

"But…what about the men?"

"Fuck 'em!" Viper shouted back as she collapsed into her seat.

* * *

Jessica struggled to stand. She then heard the roar of engines.

"NO!" she screamed as she saw the V-TOL with her tormentor take off from the ground.

Before anyone could stop it, the vehicle rocketed off into the air just as several red mechs stopped into the area.

"Hey douchebags!" a female voice screamed.

Spider-Man slashed a man across the chest, dropping him. He turned to see a single teenage girl in a long white coat and combat suit glaring up at several robots.

"Bombshell!" he screamed.

"Suck on this!" the girl screamed before her hands erupted into blasts of yellow energy.

The front of the machines exploded violently.

**VROOOMMM!**

The arachnid themed heroes turned to see a beaten up Mustang come barreling through the area. On top of the car was a single red-clad figure with two short horns protruding from his mask.

"DD!"

Daredevil turned to 'see' Spider-Man and his sister in the midst of a fight, as well as 'seeing' the X-Men and FF battling against the remaining forces of the Liberators.

"Sup kid!" Luke shouted from the driver seat. Next to him was Iron Fist who wore a small smirk.

"Incoming!" a female voice screamed.

Peter and Jess looked up to see Jessica Jones diving down from the sky.

She slammed into a robot's hull, tearing through its armor before ripping herself out from beneath the cockpit.

"Ugh…Never doing that again…" she moaned as she groggily tried to stand.

"Friends of yours?" Jess asked as her brother helped her up.

"Yeah, you good?" he asked.

"Yeah…I gotta say your webbing makes good first aid."

"Good to know that it's appreciated." He said.

"Spider-Man!" Daredevil shouted as he leapt off the car and rolled to his feet.

"DD, the X-Men and FF are back in the fight! But we need to stop those flyers!"

"Forget the flyers! We need to take down those air ships!" Iron Fist said.

The group looked up to see several air ships circling towards the area.

"I'm pretty sure that's not good!" Bombshell screamed.

"No shit!" Spider-Woman screamed.

* * *

The X-Men looked up to see the incoming air ships.

"_Storm_!" The professor mentally shouted.

Storm looked up at the sky to see the massive aircrafts moving towards them. The turrets on their sides rotated until they were locked onto the heroes below.

African mutant descended from the sky and landed down next to Cyclops.

"Scorched Sky?' he asked.

"Scorched Sky." She responded.

Her eyes glowed white before the clouds above began to swirl together, The sky darkened and lightning flashed.

"Directly above Scott." Jean said as she helped her boyfriend aim his head.

"Right at 12 O'clock." She continued.

"Storm, ready?"

"And waiting, Cyclops."

"NOW!" he screamed before opening his eyes.

Crimson energy erupted from his eyes in a massive stream of power.

Storm channeled her powers through the sky until streaks of lightning burst from the sky.

They arched through the air until striking the sides of the ship, only to bounce harmlessly off a dense field of green energy.

Cyclops' optic blast reacted similarly as the beams merely bounced off the energy shields.

The energies flashed through the sky before striking several buildings.

**BABOOM!**

"Oh no…" Storm whispered in horror as she saw debris explode from the impact.

"What the Hell was that?!" Kitty exclaimed.

"Deflector shields by the look of it." Beast said as he scratched his chin.

"How do we get through it?" Chamber asked, blasting away a group of soldiers.

"We'd need physical projectiles like rocks or missiles. The shields only work on energy, not kinetic projectiles."

"Would gunships do the trick?"

The group saw Spider-Man and company running towards them.

"Uh…yes, why do you ask?" Beast said.

Spider-Man simply pointed up.

"Because I think we got some."

* * *

High above the massive battlefield were three ginormous SHIELD Helicarriers loaded to the brim with weapons.

Multiple cannons, long range anti-air guns, rocket launchers and armor piercing 50. Cal. Machine guns lined the impressive feet of technological engineering.

* * *

The Ultron drones stood at the helm of the ship, deep within its central Hub.

"**Targets Identified…Hydra…Liberator soldiers…Friendlies: Fantastic Four, X-Men, Spider-Man…various unconfirmed vigilantes…"**

Two drones stepped forward before standing at the firing controls.

"**Adjusting aim…targets locked: Liberator Air Fleet. Commencing operation Hailfire."**

* * *

Instantly the sky was alight with cannon and rocket fire.

**BABOOOMMM!**

Ships exploded in a symphony of perfectly executed shot from the AI robots.

The Helicarrier's guns quickly went to work blowing apart every Liberator aircraft within range of their guns.

The heroes below watched in awe and slight fear as they saw the entire Liberator fleet explode one after another.

* * *

**Chicago, SHIELD Nuclear Facility**

"Command! We're under attack! I repeat! We are under attack!"

Hydra soldiers scrambled through the halls, blind firing their weapons behind them.

"**This is Command. Who's attacking?"**

"We don't know!" the man screamed.

"GIAGH!"

The group turned to see a soldier being lifted into the air by some invisible force before blood burst from his stomach.

"What the fuck?!" a man screamed in fear.

The body was hurled towards the group, smashing into one man before another's head spurted blood. A hole now existed in his forehead.

"**Do you have visual of the target?" **

"Yes." A voice said.

Scarlet Spider de-cloaked to reveal himself, bloody stingers and all.

"Target sighted!" a man screamed, leveling his weapon.

"Komodo." Ben said as he snapped a man's neck.

"RAAH!"

The soldier turned around to be met by a brutal slash across the face by a reptilian like woman with a tail and green scales.

"Good girl." Spider said with a smirk.

"Piss off loser!" she snarled.

"Spider to Rhodes, how's the front of the house?"

* * *

"Busy!"

War Machine opened fire with his shoulder-mounted cannon, devastating a tank before his hand cannons vaporized another soldier.

"**So is that good?" **Kaine asked over the coms.

"Is it keeping them off you?"

"**Hmm…so far, yeah."**

"Then yes it's good! So get off the FUCKIN' LINE!"

War Machine whirled around, striking a soldier across the chest before firing a rocket into a flying chopper.

**BOOM!**

The helicopter exploded in a heap of fire before spinning to the ground in a pile of molten metal scraps.

"Hardball! Armory! Status!"

**BRAAKOOM!**

Rhodes turned to see an explosion rip through the walls of one of the buildings, sending debris all over the area.

Two figures leapt down from the hole.

One fired a grappling hook from the purple apparatus attached to her arm.

The second engulfed himself in a sphere of red energy before he hit the ground. The sphere bounced forward and dissipated, allowing the teen inside to skid along the ground.

The man rose from the ground in his red and yellow combat suit with matching cowl.

"Ugh…" he grunted. "Hardball reporting for duty…sir." He replied sarcastically.

"Quit bitching, Roger!" Armory exclaimed.

The purple haired girl retracted the grapple into her arm before it returned to what looked like a normal hand grafted with a purple substance.

"Look alive soldiers!" another voice screamed.

The group turned to see a tank being lifted into the air by a massive arm made of pure energy. The hand closed, crushing the vehicle within its grip.

Attached to the arm was a large African American man in army camo, combat suits, and a green T-shirt.

Sergeant Joseph Green, aka, Gauntlet, retracted the energy into his right hand, reverting it to a large mechanical arm.

"Green, where's Cloud-9 and Ultragirl?"

"Where do you think Rhodes? In the sky!"

The group looked up to see two distinctly dressed figures dodging several Liberator soldiers who flew after them.

The first was a blonde haired girl wearing an orange and green jumpsuit dodging her attackers before delivering a super-powered punch, sending one of the men hurtling into the building.

The second was another blonde-haired girl in camo pants and a blue T-Shirt with goggles strapped to her eyes. The most unique thing about her was the thick cloud she was riding on.

Two soldiers tried to tackle her but were blinded by the thick cloud.

Before they could break free, the smoke flooded their lungs, cutting off their air supply and causing them to plummet from the sky.

Abigal Boylen tried to calm her raging heartbeat as Ultragilr slammed another flyer out of the sky.

"It's okay…it's okay…" she muttered as her eyes darted over the dozens of black-suited terrorist still trying to kill her.

**BZZAAPP!**

A beam of green energy erupted from the ground, vaporizing the entire platoon.

"Holy-!" she screamed.

"Cloud-9 keep your head in the game!" War Machine shouted as he flew up next to her.

"S-s-sorry sir!" she exclaimed.

"Don't worry, Abby!" Ultragirl said as she flew in close.

"I got your back!"

"**Spider to Rhodes, Me and Komodo just cleared the control room. We're uploading the virus now."**

* * *

Scarlet Spider sat in the control room, typing furiously on the keyboard in front of him.

"Amadeus Cho's little bug better work."

He removed a thumb drive from his costume and plugged it into the computer's USB port.

He quickly keyed in another set of commands before activating the virus.

"Is it working?" Komodo asked as she glanced back from the room's door.

"I'll let you know in a minute." Ben muttered as he saw the download proceed.

"Don't blow up, don't blow up, don't blow up, god please don't blow up…" he chanted quietly as the virus reached the Nukes.

The screen flashed red. Warning signs covered the screen and alarms began to blare.

"What did you do?!" Komodo screamed.

"Damn you Cho!" Ben cursed as he saw the screen flash red.

Then the screen turned green.

The alarms stopped and the warning signs cleared from the screens, allowing the two super-humans to see that all Nukes in the US's position were deactivated.

"We didn't blow up!" Ben screamed in joy.

"We were gonna blow up?!" Komodo screamed.

"Not anymore! Cho you magnificent fuck! You did it!"

* * *

"Spider come in, are the Nuke's disabled?"

"**Every one of them sir! No Nuclear holocausts for these assholes!"**

"Roger that. Secure the area and—"

"**I get it. No celebration yet. But hey, we're one step closer to winning, right?"**

* * *

**Washington DC**

"_A-BOMB CRUSH YOU!"_

**BRAAKOOM!**

Hulk crashed through the few cars that still littered the streets before crashing onto the side of a fountain.

"Gruh…" the brute grunted before he looked up.

A-Bomb slammed on top of him like a missile, uprooting everything around him for blocks.

"AGH!" Hulk roared as A-Bomb slammed an elbow into his back.

"GET OFF HULK!"

The Hulk grabbed A-Bomb and hurled him onto his back, shattering the pavement once again.

A powerful punch socked the monster across the jaw, making him stumble back in pain.

"HULK SMASH FISHFACE!"

Another super-powered punch sent the monster back before he dug his feet into the ground, stopping his movements.

"_You not real Hulk…A-Bomb knew real Hulk…you fake! And A-BOMB HATE FAKE!"_

The monster slammed his hands together, creating a shockwave that tore across the ground and slammed Hulk with its full force.

The green-skinned monster felt his skin flake at the impact, his bone rumbled while the ground around him was shattered.

Hulk stood his ground, refusing to yield to the monster in front of him.

The shockwave finally ended, allowing the enraged to Hulk to snarl at the Abomination.

"HULK NOT FAKE! HULK ONE OF A KIND!"

Without warning, the Hulk slammed into the Abomination, delivering a vicious punch to the gut, and then a brutal stomp-kick to the groin.

"_EEP!" _A-Bomb squealed before Hulk kneed him in the face, breaking his nose.

Hulk grabbed the monster by the throat before slamming him into the ground. A powerful stomp, crushed A-Bomb's chest, further burying him into the asphalt.

Hulk delivered a powerhouse punch that stunned the monster, breaking his skin and drawing blood.

Hulk punched him again drawing even more blood.

"Hulk not fake! HULK IS STRONGEST THERE IS!"

Hulk reeled back his fist, grinning as he saw the fear creep into the monster's eyes.

"_Y-you…real Hulk?"_

Hulk grinned.

"One and only!"

* * *

**BRAKKAKKOOM!**

"GUH!" Iron Man smashed into the ground, helmet scraping against the pavement.

"Ugh…"

"**Shields at 63% power, sir."**

"Thanks for the update, Jarvis." Iron Man slowly picked himself up from the ground.

His HUD quickly recovered from the impact and scanned the area.

"Jarvis, can you get a lock on Vanko?"

"**Incoming sir!"**

Iron man spun around to see several rockets racing towards him.

"SHIELDS!"

A thick dome of energy emerged in front of the hero before merging around his armor.

**BOOM!**

"Oof!" Tony grunted as he again hit the ground hard.

He turned over to see the Crimson Dynamo rocketing down from the sky.

"Set repulsors to 50%!"

"**Repulsors armed." **Jarvis replied.

Dynamo soared in low, a sinister grin spread across his face as he saw Iron Man.

"Die Stark!" he screamed.

His machine guns fired, unleashing a hail of shrapnel and explosives.

Iron Man's armor took the brunt of the attack. His shields rippled from the impact before he raised his hands.

Instantly, a hail of blue repulsors erupted from his hands and wrists, bombarding the Dynamo as he came closer.

"GAH!" he screamed as chunks of armor exploded off his suit.

The villain smashed into the ground, crushing a car as he landed.

Iron Man raised his wrist and opened fire with his wrist cannon, bombarding the Dynamo with beams of pure energy.

"Grah!"

He returned fire with his machine guns, hammering the hero's shield with bullets and explosives.

Iron Man ignited his rocket boots and launched forward, barreling into Vanko.

They smashed into a tour bus where Iron Man proceeded to beat the Russian down.

Blow after blow was followed by the chipping and breaking of metal as the two titans clashed.

Iron Man grappled with the mechanized Russian, only for Vanko to activate one of his many defense features.

"Feast on my vengeance Stark!"

An electrical field burst forth from Vanko's suit, electrocuting Tony with 300,000 volts.

**BZZZAPP!**

"GIAAGH!"

Vanko sneered in rage before grabbing the Avenger by the throat.

Tony's HUD was filled with static as his screen blurred. His systems were forced to reboot as the Crimson Dynamo held him above the ground.

"Now I will exact the revenge I so richly deserve!"

The HUD finally began to stabilize, allowing Tony to see Dynamo's free hand unfold into a dozen guns, all aimed at his head.

"J-Jarvis…shields…"

"**Shields at 10% power! You need to escape, sir!"**

"V-voice activation…"

Two ports opened on the underside of his torso-armor, emitting a faint yellow gas.

"Time to die Stark!"

"Voice-code: JAZZLER."

The ports sparked with energy before releasing a current of electricity through the air.

**BZZAAAPP!**

The field of electricity sent Dynamo reeling back as his systems were struggling to reboot.

"Guh! Damn you Stark!"

Tony fell to the ground and struggled to stand.

Dynamo shakily got to his feet struggling to keep his aim steady as he raised his weapons.

"What do you have?! Your fancy suit…your repulsor tech?!"

"You forgot about… my EMP." Stark said as his Arc Reactor began to glow a bright blue.

A look of horror took shape on Vanko's face.

"What?"

"Jarvis! 40-meter burst!"

**WHMMPP!**

A small shockwave ripped across the area, pushing both Iron Man and Dynamo back.

The two armored men smashed to the ground with neither moving.

"S-Stark! What have you done?!" Vanko screamed from inside his armor.

Tony lied still on the ground as Vanko continued to scream.

Neither man could move as every system in their suit had shut down. Well, all except one.

Approximately ten seconds after the EMP fired, Tony's HUD reactivated.

"**Sir? Are you alright?" **Jarvis asked.

"I'm…okay J. Just…I might need to tag you in…"

"**Tracking your coordinates now."**

* * *

Carol dodged another mech as it plummeted to the streets below in a heap of fire and twisted metal.

She looked up at the massive Iron Man Six to see it slowly turning.

"**Mrs. Danvers."**

"Whoa!" Carol exclaimed in surprise.

"**Fear not, ma'am. I am Jarvis."**

"Stark's butler?" She asked keeping her hand on her coms.

"**The very same. I apologize if I startled you, but I am in need of your help."**

"Uh…sure."

"**Mr. Stark is unfortunately immobile and requires some assistance."**

"You know where he is?" the blonde asked as she looked up at the space ship.

* * *

Al-Rahman stabbed his spear into the ground, narrowly missing Widow's head.

The super spy wrapped her legs around the man's head. She pivoted her hips, flipping the man over before she ready her wrist-stingers.

Al-Rahman grabbed her by the belt and flung her off of him.

He flipped onto his feet and spun his weapon.

Widow leapt to her feet and raised her wrist guns and fired.

Al-Rahman spun his weapon around again.

"You really want to keep this up?"

"Do you?" Natasha snapped back.

* * *

**BANG!**

Cap slid back from the impact of the soldier's metal fist to his shield.

"Guess that didn't hurt." Steve said as he readjusted his shield.

The Winter Soldier said nothing as he readied his knife.

"You don't say much, do you?" Steve asked.

The Winter Soldier remained silent as he gripped his knife. He lunged forward and slashed at the Avenger who blocked it with his shield.

Cap leapt back, hurling his shield, knocking the man in the face.

He recovered his shield and jumped forward before planting his boot in the man's face.

The goggles and mask broke on impact as Winter Soldier stumbled back.

Cap readied his shield for another blow before he saw the man's face.

Winter Soldier recovered, removing the last pieces of his shattered mask off his face.

"Bucky?" Steve breathed as he saw the man's face.

"Who the Hell's Bucky?" He muttered.

He lunged forward without a second thought slashing at the Captain.

Cap blocked slash with his shield before rolling back, hurling his shield at his former friend.

Bucky dodged the shield and stabbed with his knife.

Cap blocked the blow and struck him across the jaw. Only to be sent flying back by the man's metal arm.

"Bucky its me!"

The Winter Soldier tackled him. Both grappled on the ground with Bucky getting in a left hook with his metal arm.

Blood flew from the avengers mouth before he gritted his teeth.

He grabbed Bucky by the collar and head butted him.

Blood spurted from the blow as Cap pushed his former friend onto the ground.

"It's me! It's Steve!"

"Grah!"Bucky kneed Steve in the stomach before throwing him off.

"Buck! You know me!" Steve pleaded.

"No I don't!" he roared hurling the knife at the Avenger.

Cap dodged the knife and charged forward, tackling the soldier before restraining his right arm behind his back.

Bucky grunted as he used his left arm in a vain attempt to free himself.

"Buck! Please!"

* * *

"Guh!" Widow grunted as a boot collided with her jaw.

She spit out a strand of blood before wiping her split lip.

The Colonel stomped towards her, spear at the ready.

Widow looked across the lawn to see Cap's shield lying in the grass.

She smirked as an idea popped into her head.

"I'm through with this…" Abdul growled. "DIE!"

Widow spun around, spraying a stream of red mist into the air.

"GAAH!" Colonel screamed as he grabbed his now burning skin.

"Napalm gas…still love it!"

Natasha sprinted across the lawn and rolled over the shield, piking it up and throwing it into the defenseless stomach of the Winter Soldier.

"OOF!"

Cap wasted no time as he flipped himself over his friend and elbowed him in the stomach.

"GAH!"

He delivered a vicious kick to the shin that dropped Bucky to a knee before giving him a right hook to jaw.

**WHACK!**

Bucky hit the ground hard and remained motionless.

Cap breathed heavily before turning back to see the Colonel slashing at Black Widow.

"Get up soldier…" he muttered to himself as he grabbed his shield.

"War's not over…"

* * *

Crimson Dynamo struggled to move as his armor systems slowly rebooted.

"Grah!" he roared in rage.

"Struggle all you want Ivan…" Tony muttered.

By now he had dragged himself into a sitting position, his back slumped against a pile of debris.

"Bah! You think I didn't account for EMP's?! My armor will reboot within the next ten minutes!"

"Funny, mine will reboot in five."

"Grah!" Vanko roared.

"In less then five minutes I'll have full movement again. And soon after, weapons and flight."

"You think I'll be defenseless?! The second my armor went down, a signal was broadcasted to everyone of my drones! Even if you kill me, they'll kill you!"

"Yeah…about that…" Tony muttered.

Ivan looked up from inside his suit to see Iron Man Six flying over them. One of its massive cannons lowered itself until it was pointed over the two.

A bright blue light began to form inside the barrel as Dynamo realized the horrible truth.

"You fool! You'll kill us both!"

"As you would say, small price to pay…"

"**Sir, cannon will be primed in ten seconds, brace for impact."**

"Ah…" Tony said as he saw a person streak through the air.

"Hey, Ivan."

"Eh?!"

"I know why we're so different. And its not because I'm a genius, playboy, billionaire and philanthropist, its because I didn't spend most of my life resenting the hand that was dealt to me…also, and this is the big one, my team actually likes me."

Carol shot through the air, swooping down and grabbing Iron Man by his shoulders. She effortlessly lifted him into the air before taking off at an incredible speed.

Vanko looked up in terror as Iron Man Six fired its weapon.

"STAAAARRRRRKKK!"

* * *

**KETHHOOOOMMM!**

Carol looked back to see the blue beams of energy decimate the area, ending the Dynamo.

"Damn…" Carol muttered.

"So…" Iron Man said as he looked up at his rescuer.

Carol looked down at him.

"What's your name?"

* * *

"GRAAH!" Hulk roared as he buried A-Bomb into the ground.

"_Gruh!" _the brute moaned as blood poured from his mouth.

Hulk grabbed the monster by the head and hoisted him up.

"Blue man not so tough now!" he snarled, reeling back his fist.

"_S-stop! A-Bomb not fight real Hulk!"_

"PUSSY!" Hulk roared punching the monster into another building.

The structure crumbled on top of the Abomination, but nothing would deter Hulk.

A-Bomb crawled out from the rubble, body beaten and bloody. His scales were cracked and oozed blood.

"_A-Bomb not fight Hulk…A-Bomb do this for Hulk!" _

Hulk stomped towards the crawling monster and grabbed it by the shoulder.

A-Bomb turned around and was met by a green fist sending him head first into the pavement.

"Fish-face think Hulk fake! Hulk is real! Hulk is only Hulk! HULK IS STRONGEST THERE IS!"

"_A-Bomb do this for Hulk! A-Bomb Hulk's friend!" _

"Hulk not have any friends!" the green goliath roared.

A-Bomb's face fell in shock.

"_R-Rick not friend?" _it pleaded.

Hulk froze in shock.

He looked down at the pleading monster in horror.

"Rick?!"

* * *

"It's over!" Captain America screamed.

He blocked a sword slash from the Colonel with his shield, kicking the man's knee in retaliation.

Widow took the chance to shoot the distracted man in the shoulder.

"GAH!" he shouted before Cap sucker-punched him across the face. A powerful blow with hi shield followed.

Abdul hit the ground hard, blood caked all over his face and oozing out of his shoulder-wound.

He tried to bring his weapon around, but felt a searing pain shoot through his hand.

"AH!" he screamed as a bullet pierced his hand.

His weapon tumbled from his hand before five more bullets found their way into his chest.

"Oof!"

Widow panted in exhaustion as she dropped her empty gun on the White House lawn.

Cap walked over towards the now bleeding Abdul Al-Rahman.

The first avenger saw the man's weapon and kicked it up into his own hand.

He pressed its trigger and watched as twin beams of solid energy erupted from its ports.

"KAAF!" Abdul coughed with blood flying from his mouth.

"I-is this ironic for you?" he panted as Steve loomed over the man.

Widow kept her distance as she saw the look in her lover's eyes.

"Is it ironic for you?" Steve asked.

"S-skinny…sick patriot…loves his country…but he can't fight for it! KAAF!" Abdul spurted more blood.

By now the grass was drenched in the man's blood.

Steve looked down at him and continued where the boy had left off.

"He want's to fight for it. Because it's worth fighting for. But they won't let him."

"B-b-because he's…too weak…"

Steve nodded.

"But he keeps on volunteering. He keeps on trying. Until the day comes when someone sees that courage, that love for home and country."

"A-a-and…he o-offers him a chance…'

"And without a second thought the boy takes it. He becomes the hero his country needed. To fight for it. To protect it."

Cap raised the beam-saber over the man's chest.

"I-is this where you say a joke?" Abdul muttered.

Steve said nothing.

"C-can you s-see why I did this? My god…do you know why we even did this?!"

Cap brought the spear down.

Abdul gasped as he felt the beam pierce his chest, severing and burning his heart.

Captain America watched as he saw the life fade from the boy's eyes.

"I understand it all too well Abdul. And there are no jokes today."

Widow walked over to the man and knelt down, closing the Colonel's eyes.

"**Iron Man to all Avengers! Meet in Union Square! It's time to finish this!"**

Cap nodded to Widow before handing her the Colonel's weapon.

"What do we do about him?" Widow asked as she pointed to the unconscious Winter Soldier.

"Leave him." Cap said.

"Steve…he's your friend."

"Which is why I'm letting him go. We have a country to save. And I intend to save it."

* * *

"Damn it all!" Perun roared. He saw from his vantage in the sky that their forces were all but annihilated.

He had to do something he ready his hammer and charged it with all the power he could.

And then he was falling.

A shock of sheer pain ripped through his body as he was tackled out of the sky.

The two super-beings crashed into Union Square, destroying its foundation as they landed.

Perun grunted as he came to, and was met with the intimidating form of the She-Hulk.

"Hello…" She purred with an evil smile.

"Die!" Perun roared as he pointed his hammer at the she-beast.

**FWSSHH!**

Perun was spun around as a gust of wind rushed past him.

Suddenly the hammer he wielded felt heavier.

He looked back at She-Hulk to see Quicksilver standing next to her, a large silver belt dangled from his fingers.

"If I recall, that hammer doesn't work without the control belt."

Perun's face contorted in rage.

"You American trash! You'll all die! All of y-!"

Falcon swept in and slammed the man's face into the ground, knocking him unconscious.

"Man, shut the Hell up." Sam said as his wings retracted into his pack.

* * *

"Is everyone here?" Iron Man shouted as he and Carol flew in towards the square.

They landed on the ground as Hawkeye walked into the area, guns loaded.

"So who's left?" he muttered.

"I haven't seen that Axe guy." She-Hulk said.

"What axe guy?" Widow said as she and the remaining Avengers walked onto the scene.

"Pietro!" Wanda shouted hugging her brother who immediately hugged back.

"The guy who took me down back at the Triskelion."

"RAAH!"

The Avengers looked up to see Hulk crash into the ground, he tumbled to a stop, panting like an ape before slowly calming himself.

"Hulk!" Cap shouted.

"Rnn?"

"You with us?' Cap asked cautiously.

"Hulk smash for you." He grunted.

"Good." Cap said with a smile.

"How touching!"

* * *

The Avengers looked up to see the Enchantress descending from the sky in a haze of green smoke.

"It's over lady." Hawkeye said as he leveled his guns at her.

"Or should we say Amy Encante." Iron Man said as he pointed his repulsors at her.

"You framed Thor. You had Hydra leak all that information against the Hulk to have him executed." Hank said.

"Who are you?" Wasp growled.

"I am Amora the Enchantress. Greatest sorceress in all of Asgard!"

"Guess she's a native from Thor's turf." Sam said.

**FAABOOM!**

A massive ball of fire erupted across the square.

Out of the crater stepped a massive brute of a man wielding a molten hot axe.

* * *

"Jen, is that the axe guy?" Wasp asked.

"Yep." She replied.

Panther was the first to step forward.

"It is over Enchantress. The Liberators are either dead or defeated. New York is free by now, and soon the rest of the nation will follow. It's over."

"If you want to surrender, will go easy on you." Quicksilver said as Wanda stood by her brother, hex bolts at the ready.

"Hehe…hahahahah!" Amora laughed.

"I think she's got a few screws loose." Hawkeye muttered.

"Or she knows something we don't." Natasha said as she squeezed the trigger of the Colonel's weapon.

The device flared to life, signaling to all the Avengers that the fight wasn't over.

"You're outnumbered and out gunned! Just give up and we won't turn you into a charred corpse!" Wanda shouted.

"Damn kid, when'd you grow a pair?" Hawkeye asked.

"Just, thinking what you'd say." Wanda replied sheepishly.

"Needs work, but it's a start."

* * *

"Hahahaha! I'm not out numbered! You are!"

With a wave of her hand, hundreds of green portals appeared all over the area.

Instantly dozens upon dozens of demonic and horrid creatures burst through the portals and onto the streets.

Orcs, goblins, frost giants and fire demons flooded the area, wreaking havoc in their wake.

"Oh fuck." Tony muttered.

"Where the Hell did these things come from?!" Carol screamed.

"I'm guessing the mythical nine realms that Thor always talked about." Hank responded.

"She must've opened up portals to wherever the Hell these things come from!" Wasp shouted.

"Now do you see what you're up against?! I am a goddess!"

* * *

**KRAAAKOOMM!**

A massive bolt of lightning smashed into Union Square obliterating the center of it, leaving nothing but a smoking crater.

The Avengers saw the carnage and looked up at the sky to see massive storm clouds swarming the once clear sky.

Rain began to pour as thunder erupted in the sky above.

"A goddess?!"

The group turned back towards the crater to see a lone figure holding a massive hammer and axe hybrid.

His long blonde haired was slowly drenched by the rain, but he didn't care.

**KRAAKOOM!**

Lightning illuminated the battlefield as Thor stepped out of the crater.

"Then it is good fortune that they have a god on their side!"

"Thor…" Amora breathed in terror.

"AMORA!" he roared as lightning burst trough the sky, vaporizing a portion of her army with streaks of raw power.

"I WOULD HAVE WORDS WITH THEE!"

* * *

**End of Chapter 10!**

**Next UP: Chapter 11: It All Falls Down**


	11. Chapter 11: It All Falls Down

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Miss me? Sorry I haven't updated this in a while but with school and my other stories I was swamped. **

**Chapter 11**

**It All Falls Down**

* * *

**Washington DC**

Lightning erupted from the sky, illuminating the now soaked battlefield. Rain plummeted from the sky, drenching everything in ice-cold water. Thunder boomed at the call of its master, the wielder of Mjolnir.

"Amora!" Thor screamed, raising his hammer high.

The Enchantress actually looked concerned before she turned to her personal bodyguard. "Skurge! Kill them all!"

"Hrn!" the brute grunted a she raised his axe.

"Stand down Skurge and I'll make this easy for you!" Thor shouted as he walked forward, hammer at the ready.

"GRAH!" The Executioner swung his blood axe with full force at the thunder god who blocked it with a swing from his own axe.

**KAKLANG!**

Axe met hammer as the magical energy ripped across the area, shattering the ground around them. Skurge pressed down with all his might, pushing Thor down to a knee.

* * *

Amora smirked before she turned to her army. "DO YOU SEE?! THEY ARE POWERLESS!"

The army screamed in anticipation as they drew their weapons. Giants roared and goblins screamed in anticipation at the chance of a slaughter. Massive ice-behemoths stomped forward with scores of soldiers riding it.

"Tony…" Captain America muttered, tightening his grip on his shield.

"Cap…plan?" The armored Avenger replied.

"Hit the skies. Falcon, Carol, back him up."

"They got some giants." Hawkeye said, gripping his pistols.

"We do too." Cap replied before turning to the Pyms. "Hank, Jan, show them what real giants can do." Hank and Wasp grinned before they ran forward. Their bodies grew to amazing heights as they stomped towards the army. The confident smirks of the frost giants fell as they saw the 60-foot tall Avengers storm their ranks.

Iron Man rocketed into the air, raining beams of blue death down upon the army. Explosions rippled across the ground as the repulsors incinerated the goblins. Carol shot upwards before turning around in midair with her hands burning with photonic energy. Falcon hovered in the air next to her, machine pistols at the ready. "Divebomb?" he shouted at Carol.

The blonde grinned before nodding her head. Her body burned yellow with a bright energy before she rocketed forward, leaving a trail of yellow energy behind her. The second her fist touched the ground, it exploded with raw energy.

**KETHWWWOOM!**

Soldiers were sent flying everywhere as the impact shattered the ground, demolishing the surrounding area with debris and pure force. The goblins and giants stared into the crater as Carol rose from the ground, her hands burning yellow with photonic energy.

"Who want's some?!"

* * *

"Steve!" Widow shout as she powered on the Colonel's beam saber. "We getting in this fight or not?!"

Captain America turned to Hulk who was snarling in rage at the amassing army.

"Hulk!" The monster turned to the Captain with a look of sheer rage. Captain America smirked as the words left his mouth. "Smash!"

Hulk grinned. She-Hulk turned to her cousin with an equally ecstatic grin. The two goliaths leapt from the ground, soaring into the air before plummeting back down with the force of crashed into the ground, uprooting the area and sending a mass of soldiers flying back. They crashed into the ground with the Hulk grabbing and hurling more soldiers into the air.

The green monsters tore through the army with the frost-giants trying in vain to stop them. Before the Jotuns could retaliate, a massive yellow and black fist smashed into their faces as the Wasp slammed another giant into the ground before Hank smashed his foot into the monster's jaw, shattering it.

She-Hulk barreled through one of the many frost giants that dotted the landscape and punched a hole through his stomach. The giant's blood felt like freezing water on Jennifer's skin, but she looked up to se the horrified face of the giant, and she grinned. She wrenched her fist free of the monster before grabbing it and lifting its limp body over her head. She hurled the dead body at the army, allowing it to sail across the battlefield and into an ice-behemoth, knocking it to the ground.

* * *

"Avengers!" Cap screamed. Black Panther, Widow, Hawkeye Pietro and Wanda turned to him. "Kick them off our planet!" he shouted.

Pietro rocketed off the ground and streaked into the fray, leaping over monsters before slamming his feet into one, knocking it back and grabbing its weapon. He used the blade to slice apart another creature before hurling his weapon into a goblins skull, cracking it open like a watermelon.

Panther dashed towards the army with his claws unsheathed. He leapt over an Orc, before slicing the monster's back wide open. A solid kick to chest sent another creature tumbling back. A goblin tried to get a swipe in with an axe, but was met with a kick to the jaw before T'Challa stole the weapon and sliced another creature in half.

Wanda hovered in the air, streams of arcane energy pouring off her body as she concentrated, focusing her power into several destructive bolts that fired off like rockets.

Widow spun around and slashed another creature across the neck with her newly acquired beam-saber, spilling more of its blood onto the demolished streets.

A blast of crimson energy tore through the ranks of the goblins as Wanda channeled her arcane powers through her hands. She lifted a massive truck before hurling it into the crowd of monsters. Hawkeye leveled his bow-gun and fired an arrow into the gas tank of the truck. The projectile hit its mark before igniting, The truck exploded in a massive flash of fire and shrapnel.

The explosion rocked the area, distracting Skurge enough as to look away from Thor. The god of thunder took this chance to crack his opponent across the jaw and send him flying back. The dark Asgardian smashed into a truck that was vaporized by a beam of yellow energy. Captain marvel floated over the wreckage and grinned, until she saw Skurge crawl out of the burning husk of a vehicle.

The larger man snarled, gripping his blood axe tightly in his grasp. Thor hovered in the air next to Carol. "Well…" she muttered. "So much for an easy fight."

* * *

Cap cracked his shield against the side of another goblin's head while Widow tore through another creature's stomach. She brought the laser-blade up, cleaving the monster in two. She twirled the weapon around before stabbing a monster behind her as she drew out her pistol.

"Steve!" she shouted as she aimed her weapon. Cap dropped to a knee, allowing the redhead to pop off a few rounds into the bodies of several Orcs. Cap hurled his shield in Widow's direction. The weapon curved in the air before slamming a large troll-like monster in the snout.

The monster stumbled back before Steve leapt into the air, catching his shield before slamming it into the creature's jaw, shattering it and knocking it down where it crushed another troop of creatures.

Giant-Man grappled with another frost giant, kneeing it in the gut. The giant stumbled back where it was met by a bio-sting-powered blow from Wasp. The blast blew the creature's head off its body. The other giants roared in rage before a green goliath leapt into their ranks.

Hulk smashed into a giant's chest before slamming his hand in the monster's throat, breaking its trachea and ripping his hand free, spilling a stream of freezing liquid into the air.

Panther watched as the green brute tore his way through the army of giants, each one toppled like a domino as one by one they fell under the Hulk's insane strength. A goblin saw the distracted Avengers and lunged at him with a mace at the ready. He swung the weapon down but was foiled by a blast of blue energy. T'Challa spun around to see a smoking corpse of a goblin. He looked up to see Iron Man giving him a thumbs up.

"Jarvis, bring the ship around." Tony said confidently.

* * *

Across the battlefield, the massive shuttle that was Iron Man Six prepared to move into the battle. Its engines roared to life with blue fire erupting from its thrusters. The red and gold ship slowly rose into the air, guns spinning on their swivels and aiming themselves at the Washington streets.

"**Target's confirmed. Allies located. Engaging in suppressing fire."**

**BABABABABABABAAAMM!**

A rain of blue fire descended from the skies as blast after blast of repulsor beams demolished the mythical army in streaks of blue light.

Amora snarled as she looked up at the massive warship. She hadn't anticipated that the humans would have weapons powerful enough to crush her army.

She smirked as a new plan formed in her head. "You humans think you rule the skies…but I'll show you…" Amora weaved her hands in the air, trails of green energy dancing off her fingers before concentrating into a dense sphere.

With a wave of her hand, she hurled the sphere high into the air. The green light rocketed over the top of Iron Man Six before erupting in a massive explosion.

"What the?" Iron Man muttered as a massive green vortex spun to life in the sky.

A massive horde of winged monsters erupted from the portal to assault the floating fortress. The repulsor turrets rapidly began to fire upon the approaching creatures, tearing them apart while others managed to slam into the hull before sinking their fangs into its metal surface.

"Jarvis! Focus fire on that horde!" Tony shouted before he felt himself being slammed by a blast of pure force. He crashed into the ground, uprooting everything in his path.

"Ugh…what the fuck?" he groaned before looking up. Hovering over him was Amora the Enchantress, arcane energy swirling in her hand. "Anyone tell you tha—GAH!" a bolt of emerald energy slammed him into the ground again.

"**Shields at 33% sir!" **

"Thanks J…that's what I need to hear now…" Tony groaned as he tried to stand. A flurry of green tendrils wrapped around his armor like and octopus before hurling him across the street.

"GARH!"

"Just lay down and die metal man." She muttered. "It's obvious that fortress is controlled by you. So if you die, I doubt it will stay functional." She said with an evil grin. She raised her hand as it pulsed green with dark magic.

**THWANG!**

"GAH!" Amora screamed as an arrow found its way into her shoulder. She whirled around to see Hawkeye in the middle of a CQC gun fight with a pack of Orcs, but during the scuffle he had seen the Enchantress and popped off an arrow in her direction. He popped off a few more rounds into an Orc before catching a goblin's arm and snapping it. Before the beast could scream, it felt the cold steel barrel of a gun press to its head.

**BANG!**

The creature crumpled to the ground with its skull blown open. Hawkeye glared at the witch, who by all means was probably responsible for the death of his family. "Time to die bitch." He growled as he loaded two arrows into his guns.

"So the archer want's to play?" Amora sneered as arcane energy poured from her hands. She took a step forward before Iron Man fired off a beam of blue repulsor energy into her back. "GAH!" she screamed as a defensive shield rose to protect her. "Skurge!" she roared.

* * *

The Executioner slammed his fist into Thor's face, sending the god into the ground before a sidekick by Captain Marvel cracked him in the skull. He swung at her with his axe, but she leapt over it and returned fire with a flurry of photonic energy.

The Asgardian flew back, crashing into the street with a resounding crash. Dirt and rubble flew through the air as he skidded to a halt, making a giant trench in the street. The dark warrior snarled as he gripped his axe even tighter. And then he heard the call. The spell that bound him to his mistress connected them. And she needed his aid.

Skurge dashed across the battlefield at an incredible speed. He was like an enraged bull, ripping through any obstacle, be it friend or foe, to aid the Enchantress. He leapt into the air before bringing his axe down between Iron Man and the Enchantress. The weapons shattered the streets, releasing a wave of fire that engulfed all in its path.

"GRAH!" Tony roared as his shields began to fail.

"AARRGH!" Hawkeye screamed as the flames seared his arms. A gust of wind zipped past him, flinging him into a busted fountain where the flames were doused by the cold water. He could still feel the burns on his skin, but at least they weren't getting worse.

"I should really start counting how many times I've saved your ass." Quicksilver smirked. Hawkeye glared at him before swinging his gun up, firing a bullet.

"SKREE!" Quicksilver spun around to see a goblin archer taking a bullet to the head.

"Were tied jack ass! Now take those fucks down!" he screamed before leaping back towards the fight, he grabbed a grenade from his belt and chucked it at the executioner. The weapon sailed towards him before a bullet struck the explosive, creating an inferno in midair.

Skurge shrugged off the attack with a guttural growl before he turned his gaze to Hawkeye. The archer unloaded another clip's worth of bullets into the giant, hoping to at least draw blood. Skurge roared in defiance before igniting his axe and taking another swing at the Avenger. Hawkeye ducked under the wave of fire before launching another exploding arrow as Skurge's face.

**KABOOM!**

Dust and fire billowed through the air as Skurge growled in rage. Smoke and embers danced off his body while fire billowed from his axe. "Dammit." Clint muttered. The enraged asgardian slammed his weapon into the ground, creating an inferno of flames that ripped towards the Avenger.

Again a gust of wind whipped past the carnage and tackled Hawkeye before the inferno engulfed a set of cars. Quicksilver pulled Hawkeye to his feet as they watched Skurge pass through the flames with a look of rage carved onto his face.

"Kill them all Skurge!" Amora screamed. Her commands were silenced when a blast of crimson energy struck her head on. She tumbled forward and glared up at her aggressor.

The Scarlet Witch loomed over the Enchantress. Spheres of red hex energy circled her like hawks as she took aim at Amora. "Little twit!" the Enchantress spat. "You think your powers can stand against my magic?!"

"You're not the only one with magic." Wanda said.

"Ha! That power in you is untrained, whatever half-wit trained you never taught you to harness that power!"

"Don't you dare talk about Agatha Harkness that way! She taught be better than to harness it!" Wanda Screamed as more arcane energy looped around her body like a snake. "She taught me to control it!"

A massive blast of crimson energy slammed Amora with the force of a hurricane, destroying the ground she stood on. Her protective spell was the only thing that had shielded her from the blast.

The beam of energy dissipated and Wanda fell to a knee. She had talked big but it was true, her powers weren't as skilled as the enchantress's. Said woman rose from the scorched ground with a smirk on her face. A green aura of energy enveloped Amora as she charged a blast of energy.

"See? Your power is beneath me. But I might find joy in tearing that power from your dead corpse!" Amora hurled the sphere of energy at Wanda who barely deflected it with a field of her own energy.

The red bubble she had made cracked under the blast. Another blast slammed the shield, cracking it again. Amora smirked as more energy flowed from her hands and into the air where it condensed into a massive orb.

* * *

"GRAAHH!" Skurge swung his weapon, narrowly missing Hawkeye's head. The archer rolled to his feet and popped off a full clip of armor piercing ammunition into Skurge's body. The asgardian roared as the bullets bounced off his skin, breaking it enough to spill blood.

"Pietro!" Hawkeye shouted as Skurge brought his axe down again. Quicksilver zipped under the blade and grabbed his teammate. He dodged the blade and took Hawkeye with him as another fiery shockwave erupted from the ground.

"Damn! Why won't he die!?" Pietro screamed as he stopped running after they were out of the blast range.

"He's more stubborn than Thor!" Hawkeye muttered, raising his pistols.

"GAAH!"

Pietro spun around to see Wanda on her knees, trying to desperately keep the Enchantress at bay.

"Wanda!" Quicksilver screamed.

Hawkeye looked up at his struggling teammate and then back to Pietro. "Go." He muttered. Said speedster turned to the archer and then back to his sister. "Go save her before I change my mind!"

Quicksilver dashed from his spot, zipping towards the magical fight in front of him. He grabbed his sister, pulling her out of the line of fire. The twins took cover behind a demolished truck.

"You okay?" the speedster asked his sister. Wanda was panting now and looked like she had run a marathon.

"N-not really…she's too powerful…"

"We need Tony to bring the ship around and vaporize that bitch!"

Wanda tapped her com-piece. "T-Tony! We need air support!"

* * *

"A-a little busy here!" Iron Man shouted as he struggled in the grip of the Executioner. Skurge raised his axe as he gripped the armored avenger by his throat. Iron Man powered on his hand cannon as Skurge prepared his weapon, waves of fire rippled on its surface. Tony fired off his weapon in the aAsgardian's face.

"GRAH!" he roared, releasing Tony.

Seeing his chance, the hero rocketed off the ground with his thrusters to deliver a powerful upper cut to the giant's face. The blow staggered Skurge before Iron Man grabbed his hands, unleashing a burst of repulsor energy into the man's face.

"AARGH!" a knee to the chest followed before a rocket powered fist struck him again in the face. Skurge whirled around with his axe, nearly clipping Iron Man who barely had enough time to dodge. The blade nicked his armor, leaving a burning scratch on his chest.

Skurge created a massive fireball that he swung towards Iron Man who blocked it with his force field. The blast pushed him back a few feet and his shields were failing fast.

"Grrr!" he grunted, falling to a knee. He looked up to see Skurge was stomping towards him, his axe acting as a flamethrower.

**KRAKOOM!**

A massive bolt of lightning burst forth from the sky and struck the Executioner with full force. The blast sent the giant flying as Thor descended from the sky. Lightning arced around him and his hammer before directing it at the crowds. Blue lightning fired from the sky and into the army, tearing it apart. The energy tore through the army, shredding a frost giant apart while numerous creatures caught the brunt of the lightning.

**KAABOOM!**

Iron Man eyes were drawn to an explosion in the sky. Fire erupted from one of the numerous engines inside Iron Man Six. "Shit! Jarvis, status report!"

"**Massive damage to the outer hull and the engines, Arc reactor is struggling to stay active! At this point the ship will fail!"**

"Wanda, air support is going down but I can do what I can to take out as many of them as possible!"

"**Tony this is Cap! What ever you're gonna do, do it fast! We're up to our necks in g—AGH!"**

"Cap?! Steve! Dammit!" Tony looked up at Thor. The God of Thunder nodded. Iron Man looked up at his flying fortress and sighed. "Jarvis…blow Iron Man Six up."

"**Affirmative, sir." **

Iron Man looked up at the ship he had built slowly began to glow. The engines began to burn blue before erupting in an explosion of blue energy. Metal and fire exploded everywhere.

Another engine exploded, incinerating a flock of monsters in an inferno of blue fire. Burnt husks rained from the sky with explosions echoing in the skies. Smoke blotted out the sky, covering the battlefield in a thick smog of burning metal and demonic corpses.

* * *

Inside the ship, computers and terminals were exploding with the force of TNT. Fire and smoke flooded the hallways as fuel burned and electricity surged.

The massive arc reactor began to pulsed blue before its colored darkened considerably. The machine began to surge with energy as more and more power cycled through it. Electricity sparked and popped off every wire and coil before finally giving out. The generator flashed bright blue, enveloping the ship in a massive explosion.

* * *

**WHAAABBBOOOOOOMMMM!**

Bright light flooded the sky as the sound akin to a nuclear blast erupted in the air. The sky shook and so did the battlefield below it. Debris and fire rained from the sky as metal and charred corpses alike plummeted from the sky.

The battlefield was sent into complete disarray as everyone ran from cover. Skurge barreled through Iron Man and Thor as he leapt towards the Enchantress he shielded her with his body as shrapnel rained from above like meteors.

Iron Man and Thor dashed for cover as more debris crashed into the ground. "Thor, Clint! Keep your heads down!" Tony shouted as he threw up his force field, which nearly buckled under the assault of the flaming wreckage.

Cap, Widow and Panther ran through the battle, shooting, slashing and punching anything that got in their way as they tried to seek cover. Quicksilver dashed through the battlefield with Wanda in his arms as Hank and Wasp shrank down to their human forms so they could avoid the metal rain.

Falcon and Carol zipped through the air, aiming straight for the Lincoln memorial where hey crash-landed to avoid the incoming rain of fire. Corpses and burnt wreckages smashed into the structure, sending chunks of marble and concrete flying.

She-Hulk looked up at the debris that was plummeting towards the ground at ridiculous speeds. She leapt to the ground to avoid a massive metal plate that impaled a giant through the chest, spilling its icy blood onto the streets.

Hulk roared in rage, swiping at any creature bold enough or stupid enough to stand in his way. Not even the hail of shrapnel and fire was enough to deter him from his mission, to slaughter all of the soldiers in his path

"HULK SMASH!" he screamed before slamming his hands together.

**WHAABOOM!**

The thunder clap released a massive shockwave that knocked a massive portion of the army back, sending them flying through the air before they crashed landed into the ground, shattering their armor and their bones.

"HULK CRUSH ALL OF YOU!"

Amora peered out from beneath Skurge to see the Hulk slaughtering her army. He tore through another giant before hurling its corpse into that of a frost beast, crushing it.

"Skurge! Kill the beast!" she commanded. The Executioner growled as he stood up, gripping his blood-axe. He marched forward slowly before he picked up speed. Soon, he was sprinting towards the gamma-spawned brute with unimaginable speed.

Hulk tore the head off a Yotun beast before using it as a giant club, swinging it around like a madman. The makeshift weapon tore apart the scores of orcs and goblins that were now trying to flee in terror.

"GRRAAAH!"

Hulk turned, and was barley able to block the swing of the axe with the corpse of the Yotun beast. The blade carved through its flesh like a hot knife through butter. The beast was split in two. Hulk leapt back before hurling both halves of the monster at his new aggressor. The Executioner dodged the first one, but had to slice the other one in half. Hulk took this chance to deliver a massive blow to Skurge's face.

The Blow shattered the Asagardian's face, breaking his nose and bloodying his lip. The dark warrior stumbled back as the Hulk lunged in for another strike. Skurge blocked it with his axe and delivered an elbow to the hero's face. Hulk reeled back in pain as green blood oozed from his nose. He quickly regained his footing before delivering another strike to the Executioner's gut. Skurge ignored the pain and took another swipe at the Hulk, slicing his shoulder with the infernal blade.

The Enchantress smirked as she saw her champion standing against the fabled Hulk. She slowly rose from the air as the shower of metal finally ceased. Emerald energy danced across her skin as her power began to circulate around her until another portal emerged over her.

"Look upon this 'heroes'!" Amora sneered.

A massive wolf-like monster burst through the portal and crashed into the battlefield. The monster was easily four stories tall and covered in white fur.

Thor snarled as he saw the lupine like monster snarling at him. "Fenrir…" The God of Thunder gripped his hammer tighter. Electricity coursed over the weapon as his eyes glowed a bright blue.

Amora grinned. "This beast will be the devourer of you all! Feast Fenrir! Feast!"

The savage wolf roared, releasing massive shockwave across the entire city. Buildings trembled and glass shattered. Car alarms blared and the ground shook as the monster's roar silenced the battlefield in a second.

"Holy shit!" Hawkeye muttered.

"That's a big dog…" Tony muttered, taking a step back.

"It will fall just as it did during Ragnarok! I will to see to that!" Thor screamed.

* * *

Widow helped Cap to his feet as he gripped his bleeding left side. Panther picked up a broken spear and turned a corner to see the massive wolf Fenrir. "I believe we have another problem…" T'Challa growled as he saw the new monster.

"I'll say!" Quicksilver screamed as he skidded to a halt with Wanda in his arms. He set his sister down before looking back at the monstrous wolf. Two small objects slowly buzzed forward. One of them was glowing a faint yellow. Wasp regrew to her full size as did Hank who leapt off the ant he was riding. The two size-changers gathered with the group as Fenrir stomped towards Thor.

"What the Hell is that?!" Pietro screamed pointing at the monstrous creature that was now trying to devour Thor.

* * *

Thor flew into the air, reeling his hammer back before flinging it at Fenrir's skull. The lightning infused weapon, crushed the creature's skull beneath the ground. Mjolnir flew back to its owner's hands.

The massive wolf snarled and raised its head to glare at the God of Thunder. It lunged forward, and before Thor could act, the monster caught him in its jaws before hurling him down into the ground. The monster gave the god no time to rally before slamming its massive paw into the ground, burying him deeper into the earth.

* * *

"I think he needs help." Hank said as he prepared to grow. Quicksilver and Wanda readied themselves as Cap raised his shield. Panther stepped forward but stopped when the Enchantress turned to them with a malevolent grin.

She waved her hand at them and dozens of monstrous creatures scurried over the rubble as they prepared to slaughter the assembled heroes. Before the creatures could attack, a hail of yellow and blue lasers bombarded the horde, followed closely by bullets and explosives.

Falcon, Carol and Iron Man flew in close, the latter carrying Hawkeye, and landed in the center of the group. She-Hulk crash landed right after them, creating a massive cloud of dust that blanketed them.

"Cap we need a new plan right fucking now!" Clint barked.

"Cap, My armor is low on power and I don't know about the rest of you but I can't imagine you guys have much ammunition left." Iron Man muttered as he saw the army around them start to close in.

Hawkeye loaded his gun with both arrows and bullets as Widow powered on her Beam-saber. More creatures scurried over the rubble and towards them.

"Did you realty think a band of mortals could stop me?!" Amora screamed as she flew over the Avengers. "Did you believe you could best a goddess and her army?!"

**KRAAAKOOOOM!**

A massive bolt of blue lightning descended upon Fenrir, blasting the monster with a full barrage of lightning. The beast howled in pain as more and more energy crashed into the monster, bringing it to its knees. The wolf snarled as Thor rose from his crater, hammer bursting with godly power.

"You think me a fool Amora?! You think I'd gamble the world I love, the people I cherish on my own power?!"

"You came alone Odin Son! YOU HAVE LOST!"

"WE WILL TRIUMPH!" Thor bellowed before looking to the sky and raising his hammer. "HEIMDALL!"

**BRAAAKKOOOOMMM!**

The sky erupted as a massive beam of rainbow energy burst from the sky. The beam smashed into the ground with the force of thunder. Dust and debris wrapped around the beam as it dragged itself along the center of the battlefield like a massive laser.

The Avengers stared in awe as the dust cleared. The rainbow beam died out to reveal a small army. An army composed of scores of soldiers decked in green and gold armor with horned helmets and gold spears. The soldiers drew theirs swords and raised their shields.

At the helm of this Viking army stood five figures. One was a beautiful women clad in red and white armor with flowing black hair and a double bladed sword. The lady Sif glared at the army of monster before her eyes fell on Amora. They narrowed in complete rage.

Next to her stood a man clad in blue armor with a long sword. A long white cape spilled down his back as he raised his shield. His eyes fell on Fenrir and Thor. Balder the brave grinned at the new challenge.

The remaining three warriors were vastly different. One was a large portly man with a thick orange beard and a joyous face. He wore light red armor and wielded a massive axe. He was Volstagg the Voluminous. The second one was a handsome man with golden blonde hair and a beard. Fandral the dashing raised his rapier into the air. The last of the three held no grin, or joy on his war-worn face, it was scarred and angry looking and his tunic was purple in color with battle scratched armor. His mace was gripped tightly in his hands. Hogun the grimm snarled at the dark army and stepped forward.

"For all thee desperate and filthy creatures of the shadows that dare crawl in the light of Midgard…prepare to run back into those shadows screaming and bleeding! So swears Hogun the Grimm! Warrior of Asgard!"

The army echoed in cheers as they banged their shields with their weapons. "HOOORRAAH! HOOOORAAH!"

* * *

"Holy shit." Wasp muttered as she and her team watched the massive army cheer in a chorus of pride and anticipation. Iron Man scanned the entire army and his eyes widen.

"They…they're Asgardians…"

"You're joking, right?" Widow asked. "You think they're gods? That can't be true!"

"In Wakanda, we walk the line between science and mysticism. I believe this is what we see now." T'Challa said, popping his claws. "But I believe those questions and debates can be saved for later."

"I just gotta say…" Iron Man muttered. "We should never doubt Thor again…"

"We can debate that when we've won." Cap said as he stood on his own. Thor touched down next to his team and readied his hammer. He turned to his allies who simply nodded at him.

"We gonna do this, or not?" Quicksilver asked as his body began to vibrate in anticipation.

"RRAAAHHH!"

The group turned to see a massive brute go flying through the air before crashing into the ground below the Enchantress. Skurge growled in pain as he felt his body ache from his wounds.

The Avengers turned their heads to see the Incredible Hulk leaping through the air before crash-landing in front of the Avengers. His body sported numerous cuts and bruises, many of which bled green blood.

"Bruce!" She-Hulk shouted. The Hulk snarled at the monstrous army that now took a tentative step back as the Agardian army lowered their spears for a charge.

"H-how…?" Amora stuttered, taking a small step back. The army was too busy to notice their leader's fear as Skurge stood in front of her protectively. "The All-Father forbid travel between our worlds…Midgard was forbidden to all…"

"Oh…dear old dad did take some convincing…" a cocky voice spoke from behind her. She whirled around to see a man wearing a green and gold tunic with a small plate of black armor lined his chest beneath his coat. A small helmet with two short horns adorned his head while a gold face-plate masked his identity.

In his hands he bore a short spear with a long end split right down the middle of the blade. Amora paled at the sight of the weapon and took another step back. "No…" she muttered in horror.

Skurge hefted his blood-axe and swung it down, only for a blast of blue thunder to erupt from the tip of the man's spear, smashing Skurge in the chest, sending him hurtling back.

**KRAAAKOOOOM!**

The blast of light illuminated the battlefield, drawing all eyes on the brief skirmish on top of the small hill. Skurge flew through the air for a brief moment before gravity brought him plummeting down to the earth.

**CRAASSSHH!**

The armies paused in mid stride as the smoke slowly cleared in the crater. Before a massive pillar of fire erupted from the pit like a volcano. The flames raged while Skurge climbed out of the crater with a massive burn on his chest. His armor was nearly non-existent as it smoked and cracked from the heat.

"GRAAAAHH!" he roared, brandishing his axe.

"ASGARDIANS!" Sif screamed. "You places in Valhalla are granted! For Odin! For Midgard!"

The army erupted in a chorus of cheers and screamed of approval as the Viking gods readied their weapons and held formation. The Warriors Three and Balder stepped forward to join Sif at the helm of the army, weapons drawn and ready for battle.

* * *

"Whoa…" Wasp muttered as she stood up with her husband. Hank watched the armies ready their weapons and turned to their leader.

Cap pulled up his shield, slipping it back on his arm while he looked over the ensuing battle. He glanced at his team of Avengers to see that they were all on their feat, readying either their powers or their weapons.

"Avengers?" he questioned, turning to Iron Man.

"Assembled." He replied, powering up his repulsor cannon. Cap looked over the rest of his team before smirking.

"Thor?" the God of Thunder turned to his team's leader. "Care to lead the charge?" he asked with a grin. Thor smirked at the Captain before raising his hammer.

"AVENGERS! ATTACK!"

Skurge snarled in rage, gripping his axe that now burned with mystical fire. He marched forward with his army of monster in tow, ready to face the Asgardian army.

"CHAAARRRGGEEE!" Sif screamed as the armies of Asgard stormed forward like a raging flood of metal and muscle.

Skurge roared in defiance before leaping forward with his own army of giants, trolls, goblins and orcs. The dark army clashed with the gold one in a shower of sparks and metal. Arrows flew, as did spears while blades clashed against blades.

* * *

Hogun ducked under a goblin before clubbing it with his mace. Fandral leapt over his ally and brought his rapier down into the throat of another monster, ending its life with a quick jab. Another troll tried to charge a squad of soldiers, only for an axe to cleave its skull in two. Volstagg whirled his weapon like a wheel, bringing it down on an orc's skull, spilling crimson blood into the air.

Sif slashed her way through the hordes of monstrous beasts, cleaving their armor and weapons in half. Balder was not far behind as he rammed his sword through a frost giant's skull, killing him instantly.

* * *

Amora watched the battle, her fear only grew as she saw the Avengers enter the fray with Thor leading the charge.

"Some one's in trouble~!" the man sing-sang from behind her. Amora stared at the figure in shock, more so at the weapon he rested on his shoulder.

"Gungnir…the Spear of Odin…why? Why do you wield that weapon? Answer me! Loki?!"

The masked figure shrugged his shoulder before removing the golden face place that obscured his identity. Her pulled off the mask to reveal a young main with black hair and emerald green eyes. Loki, the God of Mischief, smirked at her.

"Well…dear old dad thought it'd be a good idea to give me and edge over you. Who better than set you straight than you're old teacher, my dear?"

"You are not the Loki I knew! You are but a shade of what he was!" Amora snapped, charging her hand with arcane magic. "How can a shade hope to best a goddess?!"

"We're not Gods, Love." Loki said, his grin never dropping as he leaned against Gugnir. "We live, we die, we live again…give or take a few thousand years."

"We are superior to these mortals! In every way! You believed so too!" Amora screamed, lobbing a sphere of green energy at the would-be god.

Loki batted it aside with Gugnir like it was a wayward dodge ball. "Believed being the key word. Past tense meaning that I don't believe that anymore. I've spent sixteen-going on seventeen years on this planet, and those years have been some of the best I've ever had. So I'd rather you not ruin my fun."

"How? How'd you convince Odin to let you lead his army? Let alone allow you to leave Asgard at all?!"

Loki pointed to his mouth. "Silver tongue, remember?" He pushed off the spear and swung it so its tipped was aimed at Amora. "How about you send that army back to wherever they came from, and start groveling at my feet."

Amora sneered at him. "You may have his spear, but you don' have Odin's power! And you're no where near the level you were when Asgard fell!" The Enchantress folded her hands together, creating a vortex of green energy that she hurled at the trickster.

Loki slashed the vortex with Gugnir, splitting the whirlwind before a blast of green energy slammed into his chest, knocking him off his feet. Loki tumbled to the ground, Gugnir falling from his grasp.

Amora leapt from the hill landing near the fabled spear before grabbing it off the ground. Loki groaned in pain as he got to his feet, only to see the legendary weapon being wielded by the Enchantress.

"Oh shit…" he muttered.

Amora pointed the spear at Loki with a sinister grin. "Die trickster!" she screamed, willing the spear to fire. Instead, the weapon shifted from golden metal to a slimy green. Amora dropped the weapon in shock as the spear became a long python. The lengthy serpent lunged at Amora who incinerated it in a blaze of green fire. She looked at the downed Loki only to see the air around his hand shimmer before the form of Gungnir was made visible.

"Tsk, tsk." The teen chided like a teacher mocking his student. "Sometimes the simple tricks are the best."

"Damn you!" Amora screamed, her eyes alight with green fire.

* * *

**KRAAAKKOOOM!**

Lighting tore across the battlefield, smashing into Fenrir and slamming him into the ground. Thor hovered over the massive wolf before bringing his hammer down upon the beast's skull. Fenrir took the blow instride before slamming the Thunder God with his snout.

"GAH!" Thor screamed, slamming the axe-end of Mjolnir into the ground to halt his movements. The monstrous wolf charged towards the asgardian until a barrage of blue and yellow lasers bombarded its face. Fenrir snarled in pain as Iron Man and Carol zipped over him, bombarding him with everything they had. Iron Man's armor opened to reveal to shoulder mounted rockets that shot towards the monstrous hound, hitting him square in the jaw.

**KAABOOM!**

The monster was barely staggered and locked its eyes on Iron Man. "Oh shit."

"GRAAAAWWWLLL!"

"Move Stark!" Carol shouted flying into the hero and knocking them both clear of the monster's snapping jaws. Carol aimed her fist at the creature and fired off a blast of photonic energy that smashed the monster in the jaw.

"Stand back fair maiden!" a new voice echoed. Carol turned to see Balder leaping into the air, thrusting his sword into Fenrir's back. The monster grunted in pain as the God of Light dug his blade deeper into the monster's hide.

"Balder!" Thor shouted, taking off towards the sky. "Get clear!"

Balder leapt from the wolf's back while Thor raised his hammer. The weapon now crackled with electricity before Thor swung it down at the massive beast. Lighting burst from the sky, slamming into the makeshift lightning rod that was stuck in the beast's back.

**KRAAKOOM!**

Electricity surged over the wolf's body before Iron man and Carol opened fire with a barrage of repulsor and photon blasts. Fenrir was pushed back by this barrage while Thor flew in close with Mjolnir in his hand, cracking him under the jaw. The monster staggered back before unleashing a massive roar that threw the heroes back like rag dolls.

**RAAAAWWRRR!**

* * *

Captain America blocked a blow from an axe before elbowing a goblin in the face, knocking its weapon out of its hand and breaking its jaw with another blow from his shield. He grabbed the monster's axe and slashed another creature across the face.

**BANG! BANG! BANG!**

Cap turned to see Hawkeye pinning a monster down before unloading his gun into the monster's face. Widow slashed a creature behind him while Panther fired off a volley of claw rockets, killing a frost giant and making it tumble over its kin.

The Pyms had grown to gigantic sizes and slammed the frost giants into the ground, causing miniature earthquakes to ripple across the battlefield.

"Mortal!" Hogun shouted. Cap turned to him in time to see an arrow flying towards his skull, only for it to be caught by the Captain's fist. He snapped the weapon in two before he hurled his shield into the face of the goblin archer, knocking it to the ground.

Hogun bashed another creature on the head before joining the star-spangled avenger in battle. "You fight well mortal!" he shouted over the roar of the battlefield.

"I've had my fair share of tussles!" Cap said, bashing another monster across the jaw, breaking it.

"Steve!" Widow shouted, decapitating a troll with a swing of her beam-saber. "No one says tussle anymore!"

"What's the currently acceptable term then?" he shouted back, blocking a club before kicking the creature in the groin and letting Hogun crush it's skull.

"Skirmish would fit the bill pretty well!" Natasha replied, slicing off another monster's arm. "I really like this thing!" she shouted to her lover as she wielded her stolen weapon.

"That scarlet maiden has spirit!" Fandral exclaimed, dodging a sword swipe and retaliating with one of his own, spearing its throat. Volstagg beheaded another soldier before following his ally's gaze.

"Aye! She is quite fetching that one!" the bigger warrior said. A hail of bullets slammed into a troll behind the two, blowing its flesh apart.

The brute fell to the ground with bullet holes smoking from his chest. Hawkeye slammed his foot on dead monster with his guns smoking. "Sorry boys…but Nat's taken…"

"Mortal!" Sif shouted as a monster leapt towards Hawkeye. The purple archer barely adknowledged the monster before a blur of speed slammed a volley of spears into its head.

Quicksilver hit the ground running and sprinted off again into the crowd of fighters. Hawkeye glanced back at the stunned Asgardians. "Yeah…he's fast."

* * *

Quicksilver slammed his fist into a raider's face, breaking his skull from the heer force. Before the body could hit the ground, Quicksilver was gone, flashing across the battlefield like a silver streak, punching kicking and stabbing any enemy he saw.

He jumped over a trolls head, grabbing a sword and skidding to a halt before the monster. He kicked a spear up into his hand and raised them at the monster. The deformed creature let loose a roar, only to receive a spear through the mouth. Using the distraction to its fullest, Pietro dashed at the monster, vibrating the sword before slicing it through the creature's head.

The body hit the ground hard and Quicksilver leapt over it to avoid a volley of arrows from a group of archers. Before they could fire again however, one's eyes began to glow red before he wheeled around and fired an arrow into the skull of another raider.

The group opened fire on the traitor killing him. Then another's eyes glowed red, shooting a troll in the back. The monster whirled around in rage before crushing the whole battalion with a swing of his club.

Pietro smirked as he saw Wanda, her eyes aglow with a red hue, possessing and turning the army against itself. The Scarlet witch conjured a sphere of red energy and hurled it at a frost giant. The bomb exploded in the creature's face, staggering it enough for the giant-sized Wasp to slam her fist into its face.

Giant-Man followed suit, slamming his elbow into a frost giant's back before kneeing him. He gripped the glacier-like titan before hurling him into another one of its kin. The giants staggered back, tumbling upon their allies while the Asgardians leapt for cover.

* * *

Loki smirked as he watched the entire battle crumble in their favor. He grinned at Amora who snarled at him. He waved Gugnir at her, unleashing a torrent of electricity that strafed through the air and vaporized a boulder behind her. The Enchantress had just enough time to leap to the side to avoid the lightning.

She scrambled to her feet to fire off a volley of green fire that Loki leapt to avoid. The flames set the ground ablaze as the Trickster rose from the ground with spear in hand.

"This is impossible!" Amora screamed. "Odin would never allow this! He would have killed you on sight!"

"Oh he tried." Loki muttered, twirling his spear. "First thing he did was blast me with lightning. But I had a little protection."

"What?!" Amora screamed, hurling another sphere of energy at her 'teacher'. The God of Mischief slashed the orb with Gugnir and hurled a green sphere of his own. The sphere exploded in a shower of green energy, sending the Enchantress back.

"Yeah…see I may have stopped by Hel to get some protection, which didn't come cheap by the way, before stopping by to see dear old dad. So here I am, alive and well even after Odin tried to kill me in the great halls."

* * *

**Hours Ago, Asgard**

The bustling city of gold stood like a massive beacon of power. The massive castle of the High-Father sat in the center of the floating continent. The rainbow bridge know to all Asgardians, the Birfrost, stretched from the city to the source of the bridge itself, Heimdall's citadel, where the guardian stood with his massive sword, key to the Bifrost, ready to face any intruder.

The dark-skinned warrior stood his post, sword in his hands, eyes seeing all of creation itself. He watched as the Enchantress raised her forces, her Liberators to crush the people the Odinson had once called friends. Heimdall's grip on his sword only tightened.

He wished he could aid Thor, his friend, his prince, rightful heir to Asagrd, but he could not. He was sworn by his king to stand guard over the Bifrost, to protect Asgard, not Midgard. The world of men had been forbidden to all Asgardians per Odin's orders.

"Gaea…" the warrior whispered. "Please aid your son…please do not abandon him as his father has."

**FWOOOOSSSHH!**

Heimdall's eyes saw the intrusion and he whirled around, lifting his broadsword. A small blaze had erupted over the center of the rainbow bridge. Heimdall charged at the fire while it slowly died out.

* * *

A single figure stumbled out of the dying blaze, smoke billowing of his clothes. Loki fell to his knees, bracing himself with his hands while he coughed up smoke. It felt like had been thrown in an oven and then hurled into space. He looked around as his senses returned to normal.

"Holy Hell…Asgard…I'm back!" he exclaimed with a grin. His grin fell however as he realized where he was. "Odin's blood…I'm back." He grimaced. "Oh this was so stupid!" he shouted.

"LOKI?!" Said trickster turned around to see Heimdall standing behind him, his broadsword poised to strike. "How did you get here?!"

"Oh…hey Heimdall…uh…good to see you again?" the teen asked with a half-hearted grin. Heimdall roared as he brought the blade down. Loki barely had enough time to dodge. He rolled to his feet and sprinted towards the city.

Heimdall quickly gave chase, slowly gaining on the former god as he pushed through the streets of the city. People scattered as the guardian of the Bifrost chased the rogue Asgardian.

"Call the guard!" Heimdall screamed. "LOKI IS HERE!" the entire crowd flew into a panic as nearby soldiers leapt from their posts with swords and shields drawn. Loki went intangible, phasing through a guard, swiping his shield.

He sprinted across the courtyard that lead to the palace of Odin. He spun around and gripped the shield by the edge. "Please let be as easy as Captain America makes it look…" he hurled the shield like a Frisbee, slamming a guard in the chest and knocking him back into another troop of soldiers.

Loki charged for the massive doors as they opened, allowing a raven haired beauty to step through the gates with her dual-bladed sword. "Loki…" Sif growled.

"Oh fuck me…" Loki muttered. He went intangible again, allowing Sif's sword to pass through him as he stumbled into Odin's hall. Sif spun around and chased after the trickster, hurling her shield at his leg.

The weapon struck home, make his knee buckle and sending him tumbling in front of the guards that stood at the foot of Odin's throne. Spears found their way towards his neck, locking him on the floor.

Loki looked up at the man who sat atop the throne of Asgard. He looked like an older Thor, with long gray hair and a bushy beard. A black eye-patch covered his right eye. His build was that of a warrior, full of muscle and adorned with heavy armor. In his hand was a long spear with a split blade.

"Loki…" Odin growled, standing up from his throne. His spear began to crackle with energy as his rage grew.

"H-Hey dad." Loki said with a terrified smile. Odin didn't return his grin, instead he pointed his spear at his adopted son and unleashed the power of the Odin-Force upon him.

**FRAAAABBOOOM!**

Loki didn't have time to scream before he felt himself being bombarded by the full power of the All-Father's power. The lightning began to weaken before dying out, leaving a smoldering skeleton, completely charred.

The room erupted into cheers as the Warriors three rushed into the room to see the remains of the trickster. Before they could say a word, Baldur pushed past them dashing towards the burning pile of bones. Freya, Queen of Asgard entered the room soon after and paled at the sight. She fell to her knees with Fandral quickly catching her

"No…" Balder whispered in horror. "NO! Father! What have you done?!" he screamed as he knelt down next to the pile of bones. Smoke billowed off them, stinging the God of Light's eyes. "Why?" he asked as he looked up at his father.

Odin looked away. "He started Ragnarok. He had to pay for his crimes."

"With no trial?! With no justice?!" Balder screamed.

"Justice?" Sif questioned, stepping forward. "What justice is to be had? He murdered our brothers in arms…set fire to Asgard…he murdered you!"

"He was my brother!" Balder shouted back. "He was Thor's brother! He was once our friend! Do you remember none of that?!"

"SILENCE!" Odin bellowed, hushing the room. "What's done is done. Have the body removed from my sight and buried."

**KRAK!**

All eyes fell on the charred remains as they slowly began to burn again. Small runes began to etch their way onto the burnt bones, forming a pattern that they all knew, the Mark of Hela.

**FWOOSSH!**

The bones erupted into flames like a bonfire, illuminating the room in an orange light. The skeleton in the flames slowly stood as flesh began to grow back. It was like watch a reverse burning. As the fire licked the bones, flesh healed instead of cooked.

First it was muscles, then tendons, and soon skin. The flames began to wither and die, leaving a plume of smoke where the inferno once stood. And in its center stood a single male, naked as the day he was born.

Baldur and Freya smiled in joy as they saw the former corpse spring back to life. But to all others, only looks of terror, fear, and rage could be seen.

"GUAAH!" Loki gasped as air filled his once burned lungs. "GAK! KAUG!" he coughed, clearing the smoke and ash from his throat. He looked back around him to see he was still in the throne room and sighed in relief. "Well…thank you Hela…you kept your end of the deal…" his words died as he realized he was stark nude in the center of a massive crowd.

"How fitting." A snide female voice chided. Loki glanced to his left to see Leah leaning against a column, her eyes roaming over his body. "The clown makes a fool of himself." Loki glared at her before turning back to face his father.

"Well…it's uh…good to see you again…dad." He said, brushing aside the fact that he was naked and alive after just being dead mere moments ago. "SOOO…now that you got that out of your system…can we chat?"

"Guards!" Sif shouted, the Warriors three rushing to her side with weapons drawn. "Seize him!" the gaurds readied their spears before Heimdall stepped forward with his hand raised.

"WAIT!" he shouted, halting the guard's advance. Sif and the other warriors turned to him with stunned faces. "Stand down." Heimdall ordered. No one moved. The guardian of the Bifrost turned to his king.

Odin sighed before raising his hand, signaling the warriors to stand down. They reluctantly did so, but none sheathed their weapons.

Loki looked around him and saw Freya and Balder, both with relieved looks on their faces. They smiled at him, but he looked down at his own feet in shame. He remembered what he'd done to them. The betrayal, the murder.

"Oh, does the trickster feel remorse?" Leah chided as she circled him. "I'm shocked." She said with sarcasm and a cheeky grin. Loki said nothing but returned his gaze to the All-Father, not aware of Heimdall's gaze on the young Hel-Maiden that none could see.

"Why have you returned?" Odin asked, gripping Gugnir so tight that Loki could see the white of his knuckles. "Why have you defiled our city with your presence?"

"I uh…" Loki started, scratching the back of his head. "I need your help." The room fell utterly silent in shock. "Geez, tough crowd." Loki muttered.

"HA!" Odin sneered. "You stand before me, your king, in my throne room, on Asgard, the realm you burned in hatred and rage, and now you ask me for help?"

"Is that a no?" Loki asked. Leah sighed, rubbing her brow with her hand.

"How dare you!" Sif shouted, raising her sword.

"NO!" Freya shouted, grabbing the woman's wrist. Balder stepped in as well, blocking his ally from moving any closer to his brother.

Again, Odin raised his hand to silence and calm the room. "You dare?" he asked. "You stand here, in the home of all those you killed during Ragnarok…and you ask us for help. How dare you…"

"How dare I?" Loki repeated. "How dare I?" he saild louder stepping forward, the gaurds aimed their wepaons at him, but the teen didn't back or slow as he approached his father's throne. "How dare I?!" Leah slowly stepped back from the throne until Heimdall purposely stepped to block her, surprising her. He gave her a hard glare, making sure she knew that he could see her.

"HOW DARE I?!" Loki finally screamed. "I dare because I'm apparently one of the last two Asgardians to give a shit about Midgard! The other one happens to be locked up in a prison on Earth because you can't run a kingdom!"

"Loki!" Freya shouted. The young god glanced at his adopted mother to see her pleading look. "Please don't make this any worse!" she begged.

"Sorry mom…I'm not lying this time." Loki said, returning his stare to his father. "You know I'm right, old man. Amora the Enchantress…and her lap-dog, the Executioner, are running lose of Midgard, upsetting the balance."

"Midgard is no longer our concern. It is forbidden, by my decree, that any Asgardian venture there. Thor's time on Midgard has expired, he refused to return of his own will, and therefore he as been exiled, just as you've been."

"And yet the Enchantress and Skurge get a pass because you're to lazy to get off your ass and drag them back?" Loki snapped. Odin's face narrowed in rage, electricity coursing over his spear. "You question me? When I risk my life, and a deal with Hela to boot, to come to here, and ask for help, while you stand there cowering behind your throne!"

"SILENCE!" Odin screamed, lightning bursting from his spear. "YOU ARE-!" Odin bellowed as he aimed his spear at Loki again. The teen closed his eyes and braced himself for the searing pain of lightning burning flesh, but none came.

He slowly opened his eyes to see Odin lowering his spear. The crackle of electricity slowly dying as he did so. "Right…" he muttered softly.

"Uh…" Loki muttered as he saw his father slump in his throne. "Come again?" he asked. He glanced at Leah who also bore a surprised expression.

"You are right." The king of Asgard said again. "My lady Freya, my son Balder, Sif, The Warriors Three, and Heimdall, stay. The rest of you go." The occupants of the room looked at each other in stunned amazement. Odin turned his gaze to the crowd. "Did I stutter?" he growled.

Within seconds of those words, the throne room was empty of all but who were mentioned. Odin sighed, letting his spear rest against his throne. He ran his hand through his grey hair. It now occurred to Loki, just how tired the All-Father was. How old he was.

"How long have you been putting off the Odin-Sleep?" Loki asked.

"You have no right to know that!" Hogun growled, brandishing his mace. Loki ignored him while Balder held the man back.

Loki looked at his father and sighed. "Fine. Don't tell me. At least now I know why YOU haven't lifted a finger to stop this." Loki sneered. "But…" he turned back to look at the Asgardians he once called friends. "None of you have that fucking excuse!"

Sif gripped her sword while the Warrior's Three drew their own weapons of choice. Balder stepped forward, standing in front of his younger kin. "Loki…we were under orders."

"So were the Nazi's. But they still paid the price in the end. So I'm gonna throw out a little suggestion. You round up your army, we rescue Thor and you march down to Midgard to kick Amora and her bitch off that planet!"

Odin said nothing as he simply rested his head in his hand. Loki turned around and stormed past Balder. Freya tried to stop her son, but he just pushed past her as well.

"Fine…if the Gods wont do it, then the Devil will!"

Leah moved past Heimdall and trailed after Loki, following him until they reached the massive hall doors. The sound of a spear hitting stone was all the warning they got before the doors slammed shut in their faces. Leah sighed and Loki slowly turned to face his family, eyes a glow with emerald rage.

"Open these damn doors…before I blow them off their fucking hinges." Loki growled. Odin stood up from his throne and slowly walked down the steps to his first son.

"Balder, rally a platoon of troops. Sif, take a squad to the armory, prepare for war. Heimdall, ready the Bifrost." He turned to the warriors Three. "You go with him. Retrieve Thor and bring him to me."

The three Asgardians perked up at the news and quickly followed Heimdall out of the room alongside Sif and Balder. Leah watched the group leaved but flinched when Heimdall glanced at her again.

Odin took his wife's hand before speaking to her. "Freya…if you'd assemble my war council." The Queen of Asgard nodded and started to leave the room. She stopped as she passed Loki and before he could react, she hugged him. Loki was taken aback by the action but returned the hug on instinct. "I'm glad you came home." Freya said before exiting the room.

Loki watched her leave before whispering. "It's not my home." Leah said nothing as she watched Loki turn back towards his father.

"Follow me." He ordered. His tone left no room for argument, and so Loki followed his adopted parent deep into the halls of the palace.

* * *

"You never returned." Odin muttered as he led the young teen towards the vault of Asgard.

"I didn't even know who I was until a year ago. When I saw Thor on TV. Everyone thought he was nuts but I knew he was telling the truth…or so I thought…"

"You doubted it, didn't you?" Odin asked, stopping in front of the vault doors. "You started having nightmares, so you tried to think of that truth as a fantasy." Loki looked away. "I'm sorry." Odin said.

"What?" Loki muttered.

"I think he said he was sorry." Leah said, as surprised as Loki was to hear the All-Father apologize.

"I didn't bring you back. I did it to punish you. To make you suffer for what you did to us." Odin said, placing his hand on the door. The stone wall that separated them from the relic room slowly glowed before seemingly breaking apart.

"Can't really blame you for that." Loki muttered, following the king into the vault. "After all, I really didn't want to come back."

"You've changed." Odin said.

"Yeah…that's…"Loki scratched his neck, "It's complicated. Hela let me erase my soul from the Book of the Dead, so…"

"You erased the Loki we knew from existence." Odin muttered. "That would explain why you didn't resurrect until a year ago. You usurped the resurrection by creating a new identity for the God of Mischief. But that is not what I meant. Something else had changed…what did you find on Midgard?"

Loki was silent. "I…" he started. His thoughts drifted back to London, back to the Academy of Tomorrow. The people he had met. The normal. The mutants. His friends. "I think…I think I found a home."

Odin stared at him with his eye, an unreadable air about him. He slowly turned and walked into the vault, motioning his child to follow. "Then you'll have to reclaim it. And you'll need this." Odin cracked his spear against the side of a massive coffin, breaking the chains that bound.

The Uru metal doors that sealed the coffin creaked open, allowing the trickster to see the weapon inside. "What the…" he muttered.

"Hela have mercy on all…" Leah whispered as she saw the weapon inside.

* * *

"All spearmen move to the front line. Sword bearers be prepared to act as the reinforcement for the spearmen." Sif barked out as she paced back and forth in the armory. All around her, Asgardian soldiers armed themselves with spears, shields, and swords.

The Warriors Three polished their own weapons while awaiting their marching order. Sif walked past them, making sure her armor was secured around her body. She looked to her left to see Balder doing the same.

"How could you stand for him?" she asked the God of Light. Balder sheathed removed his sword and looked over the blade, inspecting it for any signs of damage or rust. When he saw none, he sheathed it.

"How could I stand for my little brother?" Balder asked, turning to his longtime friend. "He's my little brother. Was I supposed to stand aside and let you kill him?"

"He murdered you!" Sif barked. The warriors in the room glanced at the two, but a glare from Hogun the Grimm sent them back to their work. "He murdered all of Asgard! How could you want him to live?!"

"Because he is my brother! But there is more to him. I've seen it. Thor's seen it! And this Loki…the Loki we saw in that hall is not the Loki who left us to burn in Ragnarok. This is a new Loki. And for that, I'm willing to give him a chance."

"I'm not." Sif muttered, storming away from her friend. Balder looked away and went back to work preparing the rest of his armor.

* * *

"GAH!" Thor gasped as he awoke from his sleep. He looked around the room and saw he was being watched over by Freya, his foster mother. "Mother?" he asked. Freya smiled at her son.

"Hello, my son." She said with a warm smile. Thor sat up from his bed and saw his armor resting near his bed, his hammer however was missing.

"How? I saw a light and…the Warriors Three…they saved me! Theydefied fathers orders! Are they alright?! Did father—"

"They're fine my son." Freya said, easing her son. "They were obeying your father's orders. We are preparing to aid your friends in Midgard."

"What?" Thor asked in shock. "Father has reconsidered? He's willing to fight for the mortals again?"

"Yes…your brother convinced him not to abandon the mortals he once fought so hard to defend."

"Balder did?" Thor asked, getting up from the bed.

"No. Loki did." Thor spun around, his eyes wide in shock. Freya smiled at him.

"Loki?!"

* * *

"This thing…" Loki muttered as he strapped on his armor. The black armored vest was more of a pain to put on then a nice suit. He finally finished strapping it onto his shoulder and grabbed the green coat that rested on the rack behind him. He slipped his arm through the sleeves and looked himself over in the armor.

"You look good." Loki turned his head to see Leah sitting on a bench near a rack of armor. She gave him a faint smile, one devoid of teasing or childish indications.

"No snarky comment? I might start to get the wrong impression." Loki said. "Then again, it would just add to my narcissism, wouldn't it? Flirting with my own guilt." Leah frowned and stood up from the bench.

Loki turned around to see Leah handing him his helmet. Two short horns emerged from the item, curving near their tips. He took the helmet and placed it on his head. Leah then placed a small face plate over the front of his helmet, locking it in place.

"I'm not sure if I should be insulted, or flattered that you haven't realized what I am." Leah said. She could tell he had a puzzled look beneath the now masked helmet. "I'm not hallucination. I'm no manifestation of guilt or self-loathing. I'm your Hel-Maiden. The watcher of those who've struck deals with my lady Hela."

"I…" Loik started. "I struck a deal with her when I erased my name from the Book of the Dead."

"I'm here to make sure you do not break that deal." Leah said. "The little angel on your shoulder."

"More like tempting devil." Loki remarked back. Leah smiled before the clamoring of footsteps could be heard behind them. The two round to see Thor, in full armor, storming down the steps.

"Loki?!" he shouted. The trickster removed his helmet to see his older brother. Before he could speak, the older god embraced him in a massive bear hug.

"GRRK!" Loki muttered while Leah stifled a laugh with her hand. Loki glared at her, and she simply shrugged. Thor set the teen down and looked at him.

"I thought you said you'd never come back to Asgard."

Loki shrugged his shoulders and slipped his helmet back on. "I may have stretched the truth on that…it's what I do."

* * *

**The Bifrost**

Heimdall stood at the helm of the citadel that functioned as the controls to the Bifrost. The guardian of the bridge slammed his sword into the center podium and twisted it. Immediately, a beam of energy ripped across space, heading straight towards the blue marble that was Earth.

Loki watched as the beam connected the two worlds together. He turned to Thor who stood the near the edge of the citadel. "Thor." He called out. The blonde-haired god turned to him. "You said you'd lead first. Rally your friends right?"

"Aye." The Thunderer said. "I will stall Amora while you prepare your forces."

Loki gave him a puzzled look as his brother didn't move from his spot. Loki looked out over the vast space that divided Asgard from the rest of the nine realms. "What are you waiting for?"

Thor smiled at his brother and raised his right hand. Loki looked down at Earth to see a small glimmering object leaving the blue world. He squinted as the object rocketed towards Asgard.

"What is that?' he muttered. and then he heard it.

**VVVVMMMM!**

The hum of metal was the only warning that alerted him to the Uru-metal weapon flying towards Thor. Loki stepped back as Mjolnir slammed into Thor's hand, handle first. Thor grinned as he saw his weapon return to him.

"Oh. You were waiting for that." Loki muttered.

Thor placed a hand on his brother's shoulder and gave him a slight nod. "I'll see you on the other side, Loki."

The trickster nodded as the God of Thunder marched towards the Bifrost, passing Heimdall with a nod and entering the rainbow beam. He disappeared into the light like a ghost.

* * *

Loki walked away, leaving the Bifrost citadel and stepping onto the crystal-like bridge that connected the Birfrost to the city of Asgard. On the bridge, was a small army of heavily armed Asgardian warriors, lead by Sif, Balder and the Warriors Three.

Odin waked past it's leaders and headed towards Loki. The trickster waited while his father slowly made his way into the citadel, but he stopped at Loki's side.

"Is this where you give me some grand speech on how I can redeem myself?" Loki asked, turning away. Odin said nothing. Instead he held out his spear. Loki glanced at the weapon and then back at his father. "What?" the god asked.

"Take it." The All-Father commanded. Loki glanced down at Gungnir and then back at his father.

"You want me to use it?" he asked in disbelief. "Your spear? Why?"

"Think of it as incentive. The army can't question you if you are wielding it with my permission. And if you try to betray us…I'll know."

"And the spear can fry me to a crisp, right?" Odin said nothing. "Okay then. Let's get them in line."

* * *

Loki and Odin stood in front of the army. Sif, Balder, Hogun, Volstagg, and Fandral looked up at the army to see Loki standing with the all father, Gungnir in hand. The army fell silent as the king spoke.

"Warriors of Asgard…hear my words. For centuries...I've forbidden travel to the realm of man…I did so to allow man to think for themselves…to grow. They have a potential that few have. Even now, against a force from the other realms, their heroes rally. They stand. They fight. But now is the time where we must aid them." Odin raised his fist and motioned to Loki who raised Gungnir high. "FOR MIDGARD!" Odin screamed.

The army erupted into a chorus of cheers before marching forward into the Bifrost, ready to aid Thor and his allies.

* * *

**Earth, Present**

"And low and behold, here we are. Here I am." Loki finished. He leveled his new spear at Amora who glared daggers at him, rage evident in her eyes.

**GROOOWRRRR!**

The battlefield shook as Fenrir released a mighty howl, sending the army back and encouraging Amora's forces. The Enchantress smirked as she turned to her former teacher. "You won't be here for long. Fenrir will tear through your heroes…and soon this world will be mine!"

Loki glanced over at his 'son' and sighed. "Yeah…not gonna lie. That ones always been a troublemaker. But oh well, I had a plan for that too."

Amora gave him a puzzled look before the God of Mischief raised Gungnir. "HEIMDALL!" he screamed.

**FRAAABOOOM!**

A massive beam of rainbow colored light slammed into the ground in front of Fenrir. The monstrous wolf snarled at the beam as the Avengers and the Asgardians battling the monster readied themselves for reinforcements.

* * *

**Asgard, Bifrost**

Heimdall stood at his post, his sword locked into the Bifrost's key. He watched as the massive titan lumbered forward. It's metal soles clanked against the marble floor with each step, shaking the citadel.

The spiked giant stood in front of the Bifrost portal ad waited. "Go." Odin said, stepping forward. "Fight. Earn your namesake." The metal juggernaut marched forward, vanishing into the light.

* * *

**Earth, Washington DC**

Thor narrowed his eyes as he saw a colossal figure step out of the Bifrost. It's massive metal frame reflected the flames of the battlefield while invoking both terror and awe. It's body was made of pure metal and sported several spikes across its body.

It's head was a metal masked split down the middle with two vent like structures obscuring its face. Thor gripped his hammer tighter as he realized what lay in front of him.

"No!" Amora screamed as he realized how dire her situation had just become. Loki merely smirked from behind her.

The Destroyer looked up at Fenrir, the wolfs savage face was reflected in the emotionless weapon of chaos. The Destroyer's face-mask retracted as a small inferno billowed in its body. It then erupted in a flash of light.

**BAAAWWWOOOOOMMMM!**

* * *

**And another chapter done! This story is so close to be finished so I can bring you into the next run of Avengers! All-New ultimate Avengers! A continuous long running story with new characters and old!**

**Next Time: **

**Chapter 12: Avenger's World **

**Until then, Peace!**


	12. Chapter 12: Avenger's World

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 12**

**Avengers World**

* * *

**Washington DC**

The Destroyer unleashed a massive beam of raw power at Fenrir enveloping the monster in a blast of white light.

**FWAAAAABBBBOOOOMM!**

A shockwave of tremendous force erupted over the battlefield like a tidal wave, sending both friend and foe alike hurtling back.

Thor slammed his axe into the ground, bracing himself as Carol grabbed Iron Man's arm to keep him from being sucked into the blast wave as well. Balder raised his shield to protect himself and Sif as the forces of raw power swept over the battlefield.

Dust billowed up from the rubble like a great cloud, covering the entirety of the Washington streets in ash and dust. Thor spun his hammer, clearing his area of dust while Iron Man and Carol flew into the sky for an aerial view.

What they saw was shocking. Fenrir was still standing. How the monster was still alive and snarling was nothing short of miraculous considering the damage done to it by the Destroyer's blast. The monster's body was still on fire. It's fur burned like pine trees and its flesh was charred and peeling. The flesh was so far gone that in some spots bone was actually visible.

Fenrir snarled in rage when the Destroyer walked out of the smoke and ash. Its armor glinted from the fires that dotted the battlefield. The massive wolf lunged forward before another blast of ire erupted into its face.

Fenrir tumbled back, its skull burning. The Destroyer continued its march towards the monster that snarled in defiance. Again it charged, jaws wide open. The Destroyer didn't flinch as it caught the monster by the jaw and brought it to the ground with its strength.

The Destroyer slammed his fist into Fenrir's skull, crushing it. The beast lay still while the Destroyer lifted its head with one arm. It opened its jaw before its face-place dropped again. An inferno of energy erupted from its face, incinerating Fenrir's insides.

"Oh my god…" Carol whispered as the Destroyer burned the corpse inside and out. It dropped the corpses back on the ground, smoke billowing off the body. The Destroyer turned its head, setting its sights on the heroes.

The hulking metal creature stomped towards the group like an unstoppable tank. Carol raised her fists and Iron Man readied his repulsors. The Destroyer saw the actions and responded accordingly, unleashing ablast of destruction from its helmet.

**FWAAABOOM!**

Lightning flashed through the sky and struck the beam head on. The resulting shockwave created a massive crater, sending debris and wreckage everywhere.

Iron Man threw up his shield to protect himself and Carol while Thor spun his hammer to deflect any stray debris. Sif and Balder hid behind the latter's shield.

The Destroyer turned its head to look at Thor who brandished Mjolnir, aiming it at the metal juggernaut. The Destroyer marched towards its new target, the ground beneath its feet breaking under its weight. Its helmet opened again to unleash another beam of energy, but was met by a lightning bolt striking it in the head.

The Destroyer stumbled back and Mjolnir flew forward, slamming into the titan with enough force to knock it off its feet.

"Thor!" Iron Man called out. "Is that thing on our side or not?!"

Mjolnir returned to its owner's hand and Thor readied himself for the ensuing fight. "It's called the Destroyer, and no. It's on no one's side. It is an engine of destruction. Nothing more."

"Then why is it here?!" Carol shouted. She fired off a blast of photonic energy into the Destroyer, staggering it, but it didn't stop it. The Destroyer marched forward. Iron Man fired off a volley of repulsor fire, pelting the armored giant as it marched towards Thor.

Sif and Balder drew their weapons, preparing to aid their fellow god before Carol called to them. "Go help the army! We've got this!" She fired off another blast of yellow energy that staggered the Destroyer, giving Thor enough time to slam his hammer into the giant's skull. A powerhouse punch to the head by Iron Man knocked the destroyer to a knee.

Carol rocketed forward a d slammed her fists into the Destroyer's chest, knocking it on its back. She began to pound the armor with all her might, slamming her fists into the sentient armor until it caught her blow and delivered a vicious head butt.

Carol was stunned by the attack, giving the Destroyer enough time to hurl her off of him and into a nearby building.

"Carol!" Tony shouted before the Destroyer locked its sights on him. "Oh fuck." Iron man fired off a volley of rockets from his shoulders, watching as they exploded against the Asgardian weapon's armor. The Destroyer was barely phased by the attack and responded by firing a beam of energy at the hero.

Thor leapt in, smashing his hammer against the blast, deflecting it. He hurled his hammer at the armor, but the Destroyer knocked the hammer away with a swing of its hand.

Iron Man fired off a volley of repulsor fire from his wrist, pelting the armor with blue energy. Thor Called back his hammer, catching it in his hand and called down a bolt of lightning onto the Destroyer. The machine took it all in stride as it moved towards the duo.

* * *

Amora the Enchantress, smirked as she saw the Destroyer enter the battlefield and turn on the Asgardians. "Ha!" she sneered. She turned to Loki who now had a frown on his face. "You see what your weapon has done? It's turned on your own forces!"

"Not gonna lie, that does suck." Loki muttered, scratching his head. Amora took this chance and hurled a bolt of fire at the trickster. Loki was quick enough to dodge and shot forward with Gungnir.

Amora dodged and leapt away from Loki. "Skurge!" she screamed.

* * *

Across the battlefield, Skurge swung his axe down, slamming the blade against the indestructible shield of Captain America. The avenger snarled as he felt the heat emanating off the axe. Skurge continued to press down with all his might until he heard his master's call.

The slight distraction was all the Captain needed. He lashed out with his foot, nailing the giant in the balls before slamming his shield into the brute's face. The blow staggered the giant, giving the Black Widow enough time to stab her beam saber into the Asgardian back.

"GRAH!" Skurge roared, trashing around in a vain attempt to dislodge the redheaded Russian. Before he could, an arrow found its way into his eye, causing him to scream in pain.

Hawkeye continued to pepper him with bullets while Cap hurled his shield into the Asgardian's throat, causing him to choke.

"Falcon!" Cap screamed. Sam Wilson rocketed down from the sky, pulling out his pistols and opening fire on the Executioner. Hawkeye continued to fire his bullets while Widow leapt off the warrior's back, ripping her saber out.

"Grrr!" Skurge snarled as he swung his axe, unleashing a wave of fire. A shield of crimson energy blocked it before a gust of wind rocketed into the giant, knocking him back. Quicksilver slammed a knife into Skurge's remaining eye, blinding him fully.

"GRAAH!" he screamed as bullets and explosives erupted over his body. Wanda slammed a blast of arcane energy into his chest, sending him hurtling back where Black Panther unsheathed his claws and dug them into the being's chest.

"RRAAAAH!" he screamed. He grabbed the Wakandan warrior and threw him across the battlefield before a giant hand caught him.

T'Challa looked up to see Giant-Man holding him. The enlarged Avenger brought his foot down on Skurge, crushing him beneath his foot. He looked up and across the Washington streets to see Thor and Iron Man battling the Destroyer.

"I think they could use a little help Dr. Pym." Panther said.

"I'll say!" Wasp shouted. She slowly began to shrink back to her normal size, rejoining the remaining Avengers on the ground.

"Not to be rude Janet, but I think you pack a bigger punch when you're big." Widow said.

"The serum is spent. I can't grow to that size naturally and the Pym particles I just used are spent. No more giant Wasp for now." She said.

"Doesn't matter." Cap said as he made his way towards the Destroyer. "Thor's people have the army covered, but we need to take that thing down before it kills Tony and Thor."

"That thing took out Carol, Cap." Sam said. "I don't think guns or arrows will do the trick on it."

"No. But we've got something better." The hero said with a smirk.

* * *

"Gruh!" Thor grunted as he blocked a blow from the Destroyer with Mjolnir. The clash of enchanted metal released another shockwave. But the Destroyer held firm. It grabbed the God by the head and slammed him face first into the ground.

"Thor!" Tony shouted. He opened fire on the Uru armor with his repulsor cannons, bombarding the Destroyer with a flurry of blue lasers. The Destroyer ignored it all and hurled the Thunder God across the battlefield.

"Oh Hell!" Iron Man screamed as the Destroyer punched him in the chest. His armor almost crumpled under the attack, the blue arc reactor in the suit cracking from the blow. "GAH!" he screamed. He rolled onto his back before firing a pair of missiles into the being's chest. Fire and smoke erupted from the point of impact, but all it did was stall the armor.

The Destroyer grabbed Iron Man by the neck and hoisted him into the air. It squeezed his neck, crushing the armor surrounding his jugular.

"GAK!" Tony muttered as he struggled against the being's insane strength. The Destroyer's helmet opened again as the fire inside its suit charged up another attack. As it prepared to fire, a yellow bolt of energy slammed into the metal titan, knocking it back.

Carol Danvers slammed into the ground, her body glowing with yellow energy and she rocketed off the ground like a bullet, burying her fists into the Destroyer's body. The metal armor was pounded by the new hero's insane strength, pushing the titan back before it hit her with an elbow-strike and then stomped her into the ground.

Iron Man struggled to regain his breath but he saw the girl struggling against the un-living creature and raised his wrist, firing off a blast of repulsor energy into the giant's face, blinding it temporarily.

The machine turned its gaze to Iron Man and stomped towards him, its helmet retracting to power another beam blast.

Carol looked up from the crater she was in to see the Destroyer approaching Iron Man. She saw flames billowing out of the Destroyer's face and leapt through the air like a bullet.

The beam erupted from its face and barreled towards the Avenger. The beam crashed into Carol slamming her into the ground. The Destroyer didn't stop as it continued to bury the hero into the ground.

"CAROL!" Tony shouted, firing off a barrage of blue lasers that pelted against the Destroyer's armor. The engine of destruction ignored it all while Carol was continuously bombarded with incredible energies.

"GAH!" she screamed as the flames burned her skin, she could feel the impact suit being seared away. But she also felt something more., something different, powerful. She felt the pain of beam weaken, but she didn't feel tired, or hurt, she felt alive.

**BAAABLLAAAMM!**

A wave of yellow energy erupted from her body, throwing the Destroyer back and startling Iron Man. The armored hero turned to the source of the attack to see Carol rising from the crater. Her entire body was glowing with yellow energy and her hair looked like it was on fire. She turned to the destroyer, raising her right hand. "Boom."

**BABOOOM!**

A blast of energy erupted from her fingertips, barreling into the Destroyer and sending it crashing into the streets. It skidded through the crumbling asphalt and slammed into a tourist bus. The machine looked up in time to be bombarded with another beam of energy. The bus erupted into an inferno as Carol and Iron Man watched in awe of her new powers.

Iron Man turned towards Carol with a look of shock beneath his helmet. "What the fuck?" he muttered. Carol looked down at her glowing hands before the creaking of metal caught her attention.

The two looked back to the inferno before a car was sent hurtling out of the fire. "CAR!" Iron Man shouted, leaping to the side. Carol followed his example leaping to the opposite side as the vehicle smashed into the street.

The Destroyer emerged from the fire, its steel body glowing in the blaze. It marched forward, prepared to slaughter the two heroes before a roar. Echoed out over the area. Carol and Tony looked up to see a green blur hurtling down from the sky.

**CAACRAAASSHH!**

The Hulk barreled into the Destroyer, slamming it into the ground. The machine turned to punch the Hulk only for attack to be caught by the brute. Hulk snarled in rage before hefting the machine into the air and slamming it into the ground.

The green goliath raised his arms. "HULK SMASH!" he brought his arms down, slamming the monster further into the ground. The Destroyer's body warped around and fired directly into the Hulk's face, sending the monster back. Hulk smashed into a car, his face smoking.

The Destroyer lifted itself out of the rubble only to be met by another blow to the face, courtesy of the She-Hulk. The green giantess hammered the Asgardian weapon with all her might, slamming it into the ground where another punch buried its face in the rubble.

"Walters!" Cap shouted a she dashed across the battlefield. "Get clear!"

She-Hulk looked up as a giant shadow formed above her. Her eyes widened and she had just enough time to leap out of the way of Giant-man. The towering avenger crushed the Destroyer beneath his foot, breaking through the street and sending it into the sewers below.

Giant-Man lifted his foot and stepped back as the remaining Avengers grouped around the hole in the street. Falcon hovered over the crater, his goggles scanning for the target below.

"Guys I'm not getting any readings…it just dropped off the m-WHOA!" Sam barely had enough time to swing back as a beam of energy ripped through the sky.

Giant-Man recoiled as the beam tore through the streets, nearly cutting his leg in two. The Destroyer leapt from the sewers and landed back on the streets. It's helmet burned with power before whirling around and bombarding the Avengers with it's laser.

Cap slammed his shield into the blast, blocking it, but the air burnt his flesh. He could feel his uniform catching fire from just the raw heat.

Hawkeye and Widow wasted no time in getting clear of the laser and firing off a hail of bullets. Wanda herself, hurled a sphere of hex energy that detonated like a grenade, but none phased the Destroyer.

Quicksilver rushed past the heat and grabbed Cap by the shoulders, pushing his muscles to the limit, he tore past the Destroyer's laser with Cap in his arms. The duo skidded to a halt not far from the others. Both men now bore burns just from the scorched air.

"P-Pietro…" Cap wheezed out. "Give it a target…but don't stop…not for a second or your dead!" he managed to say through gasps of air. Pietro nodded despite his exhaustion. He looked a the Destroyer and took off.

He zipped past the killing machine, bringing of a cloud of dust to obscure its vision. The machine didn't even acknowledge him before firing a laser to cut through the cloud. The Avengers scattered while Panther and Wasp snuck up from behind.

Panther popped his claws free of his knuckles before Wasp zipped in front of the Destroyer. She blasted it with a barrage of bio-stings that did nothing to it. Panther took this chance and leapt onto the being's back, slashing his claws against its metal hide. The adamantium scraped across armor without a scratch.

The Destroyer stopped walking and its body warped again. Now, instead of facing its back, T'Challa stood face to face with the Destroyer. His eyes wdiend as the machine's helmet opened. He leapt from the war machine right as the cannon erupted, scorching his vibranium laced suit.

He rolled to his feet and took off running as the laser beam traced his path. T'Chala was about to be hit before blur of grey tackled him. Quicksilver grabbed the African prince and dashed across the battlefield again.

The Destroyer locked its sight on the two before a massive foot came down on it again. This time, the Destroyer was ready. It caught Giant-Man's foot and pushed it up. It's helmet opened again to fire but was disrupted when Iron Man came rocketing with a punch to the head. The machine barely felt the blow and grab the Avenger by the throat again.

"Grrk!" he grunted while raising his palm and firing a repulsor into its face. The attack did nothing. "Shit." Tony muttered as the laser was aimed at him.

**DINK!**

The Destroyer turned its head to se a rock on the ground. It looked up again to see Quicksilver with a pile of small debris. The speedster went to work pelting the metal monster with everything he could hurl.

**DINK! DINK! DINK! DINK! DINK!**

The Destroyer then opened fire. Quicksilver sprinted out of the way of the blast, distracting it long enough for Carol to swoop in and sucker punch the Destroyer, freeing both Hank and Tony from the machine.

The Destroyer stumbled back from the blow, but before it could retaliate a blow from She-Hulk caught it in the head. It turned to fight her but was slammed to the ground by as car.

Hulk grabbed the car and lifted it up, and then brought it crashing down on the Destroyer again and again, until the car was a pile of scraps. The Destroyer opened its helmet to fire again but was met by the energy powered fist of Carol.

She slammed her hand into the machine's face and fired directly inside of it, clashing with the energy inside the Destroyer.

"Carol, Hulk, Walters! Keep that thing pinned!" Cap screamed with Widow helping him to stand. "Tony, Clint, Sam hit that thing with whatever you have!"

* * *

Amora watched in horror as she saw the heroes actually winning against the Destroyer. She stumbled back and turned around to see Loki leaning against a crushed car. "Tsk, tsk…you're really gonna bail?" he pointed his spear at Amora and fired off a bolt of lightning.

The Enchantress barely had enough time to erect a shield of green energy. The shield buckled under the attack but held. Loki increased the power in his attack, shattering her shield and blasting her with Odin's power.

Amora was sent tumbling to the ground. Her stomach smoking. "GAH!" she screamed as she felt her stomach bleed. A heavy boot landed in front of her and she looked up to see Thor glaring down at her. His hand gripped Mjolnir tightly as he raised it in the hair.

"T-Thor please!" Amora cried out. "Cant you see why I did this?! The humans are destined to die! They need to be ruled by us! We can save this world! You and I, together!"

"Nay, Amora." Thor said. Lightning crackled over his hammer. "You brought this world to the brink for your own desires…this world I love, and no harm shall come to it!"

He brought the hammer down upon the Enchantress. Lightning flashed and thunder boomed before an explosion of green energy rippled across the battlefield.

* * *

The Avengers braced themselves as waves of emerald energy coursed over them. When the wave hit the army, they all began to glow green. The Asgardian soldiers remained unaffected but they stepped back as the Enchantress's army began to dissipate. Their bodies crumbled into green mist as they screamed in rage.

"What the Hell is happening?!" Pietro shouted.

"They can't stay here…" Wanda muttered, the group turned to looked at her. "Her power was a conduit, an anchor. Without her…"

"They've got nothing to keep them here." Wasp finished. "Thank god for deus ex machinas…"

"Is there a deus ex for city clean up?" Tony asked.

* * *

Thor raised his hammer into the air, lightning flashed in the sky before another boom of thunder echoed out. "THE DECIEVER IS VANQUISHED! HER FORCES DENIED MIDGARD!"

The army of Asgardians erupted into cheers of joy and victory.

"THIS PLANET" Thor shouted. "IS AN AVENGER"S WORLD!"

* * *

**Chicago, SHIELD Nuclear Facility**

Another explosion rocked the area as War Machine unleashed another payload of missiles into the tank that blocked his path. The vehicle exploded in a shower of metal and fire.

Behind him were the members of Nick Fury's initiative. Scarlet Spider leapt from the window of the building he'd just hacked and landed on the ground floor. Komodo landed on the ground next to him.

Gauntlet used his mechanical arm and smashed a jeep before hurling it at a squad of Hydra soldiers. The terrorists scrambled while Hard Ball, Armory and Cloud-9 opened fire on the group with their powers.

"Rhodes! We're thinning them out! Keep up the fire!" Gauntlet shouted.

"What do you think I'm doing?!" Rhodey shouted as he blew up another tank. War Machine's shoulder cannon fired off a volley of laser fire to push back another squad of soldier who fired wildly as they retreated.

* * *

Unknown to the group, a single Hydra soldier was stationed on top of a building. He loaded a heavy rocket and fired it off.

* * *

Scarlet Spider subdued another group of goons with webbing before his spider-sense burst to life in his head. He spun around to see a rocket barreling towards War Machine.

"RHODES!" Kaine screamed.

War Machine spun around in time to see the rocket slam into his chest, creating a massive explosion.

**KABBOOOM!**

War machine was sent flying back, crashing into the side of a building. Armory saw the grenadier on top of the building. Her left arm shifted to that of a sniper rifle. She quickly took aim and fired off a blast, hitting the man in the skull where it exploded.

"Rhodes!" Kaine shouted leaping over to the downed hero. Scarlet Spider quickly cleared the rubble and lifted the armored man out of the rubble.

"GKK!" Rhodey gasped. Kaine saw him struggling to breathe and realized the mask was dented in while the throat armor had collapsed. He set the man down and tore off the throat piece before removing the face-mask. Kaine stepped back in shock.

"Holy Hell…" he muttered.

"I know…" Rhodey muttered, sitting up. "I look like shit." Underneath the helmet was the face of a black man fused with what looked like a robotic skull on the right side of his face. His glowing red eye slowly blinked. War Machine stood up and scraped his mask off the ground.

The other Initiates had seen the man's face beneath the armor and were equally disturbed. "War injury." Rhodey said. He slipped the faceplate back onto his helmet and after hearing the hiss of it sealing, he removed his hand. "Stark and I had been friends in college. He'd been Iron Man for about a year. He saved my life and outfitted me with cybernetics. But I'm more or less dependent on the armor."

"My god…" Cloud-9 muttered.

"How extensive?" Kaine asked as the group moved towards their transport.

"40% of my body is cybernetics. I need them in my skull, leg, lungs and ribcage. I'm as well as you can get to a cyborg while still qualifying as human."

"Well…" Kaine said. "Nice to meet the real you then."

* * *

**New York City**

Reed Richards stood on top of a wrecked Liberator ship. He was currently on comms with whatever forces were left in Washington. The remainder of the FF and the other assembled heroes stood near the base of Time Square, looking over the damage.

"My god…" Kitty Pryde whispered as she looked at the devastation around them. Cyclops looked over the area, searching for any stragglers. "How did all this happen? How are we supposed to come back from this?"

"I think that questions gonna be moved to the back burner." Scott said. "We don't know if Washington is secured or not."

"If it isn't, are first priority is to take out the nuclear facilities." Captain Britain replied. The others looked at the EU team with looks of shock. "I'm sorry. But this Op required us to be covert to make sure they couldn't retaliate against Europe. If the Liberators are still active our mission reverts to taking out any threats to our nations."

"I don't like the sound of that, pal." The Thing said. He stepped forward while the EU stood alert, ready for a fight.

The Human Torch stood up as well, Spider-Man following up shortly. "Okay guys…" the web-slinger started. "Let's play nice…"

"Yeah, or I'll turn you to ash!" Johnny shouted.

"Not helping Johnny!" Spider-Man snapped.

"There's no need for fighting." Reed said, stretching down from the wrecked ship. He rejoined his fiancée and team and turned to the assembled heroes. "Washington is free. I just got word from Tony Stark. The Liberators are down and so are their forces. And according to Fury, the nuclear arsenal is secured, so there's no need to start a fight."

"Then it's a good thing I found these." The group turned to see Wolverine lugging a small stack of beers by his side. He set the stack down and sliced off the top of a bottle before chugging it back.

"Well if the Canadian's partying, so am I." Ben said. "Uncle Jack didn't raise no light-weight!"

Spider-Man snagged two beers from the pile and walked over to a single figure sitting on a crushed car.

Spider-Woman pulled down her mask as he twin sat down next to her. "How's your side?" he asked, popping the caps off the beers with his talons. He handed her a beer which she took, but didn't drink.

"I'll live." She muttered. Spider-Man stared at his sister before pulling off his own mask, letting it flop back on his shoulder like a hoodie. He took a sip of the beer, cringing at the taste.

"I've never tasted piss before…but that's gotta be close enough to it." He muttered, setting the beverage down.

"I want her dead, Peter." Jessica said. "I want her to pay."

"I know you do. I want her to pay also."

"Not as bad as I do." She replied.

"You'd be surprised." Peter said. His sister turned to him with a look of rage on her face.

"She stole me from my family! From mom and dad! They turned me into a weapon! They brainwashed me! How could you say you want her dead more than me?!" she shouted.

Peter turned to her with an equally enraged look. "Because she took you from me."

Jessica was speechless. "They lied to our parents Jess. Hydra tricked our parents into thinking you died in birth…they took you from us before we could even know you. I went sixteen years of my life never knowing I had a twin. Never knowing that somewhere in the world, my sister was being forced to kill for a green-haired psychopath!"

Jessica couldn't say anything as she let that sink in. "She took you from us, Jess. I want Viper to suffer for everything she's done. Not just for you, but our parents. We're gonna make her pay. That much I swear."

"Pete…I…" she muttered. Peter wrapped an arm around her shoulder and pulled her against him so her head rested on his shoulder.

"We'll get her sis…I promise you that."

* * *

"You really like this crap?" Johnny asked as he took another sip of the beer.

"What? Not good enough for ya matchstick?" Ben asked, sitting on the remains of a liberator mech.

"You just make a big deal over something that tastes terrible." Johnny said as he took another sip of the alcoholic beverage. "I'm mean seriously, how many does it take for this thing to actually taste good?"

"You shouldn't be drinking that, Johnny." Sue chastised. "You're underage. And dad would hate to see you drinking."

"I'm a super-hero." He retorted. "And dad's not here right now."

"It's still the law." She said with a frown.

"Aww, lighten up Suzie. Even Stretch is having a beer." Ben said while tossing a bottle to the Invisible Woman who caught it in a force-field.

"Ben, I occasionally drink." Reed said. "You make it sound like I never do it."

"You really don't." Sue said with a smile. She set the beer down on the curve without even opening it.

"Come on sis, live it up. We just saved the whole country!" Johnny said.

"I can't." Sue said. Johnny and Ben gave her an odd look before turning to Reed who had a small smile. Sue leaned into him and placed her hand on her stomach. "Alcohol will hurt the baby."

"H-hurt the what?" Johnny muttered with a shocked face. Ben's reaction was almost the same. "Oh my god…" Johnny muttered. "Oh my god! Sue, your pregnant!" he shouted.

"Who's pregnant?" Spider-Man said as he helped his sister over to the group. Johnny pointed to his sister. "Holy…well congratulations!" he exclaimed with a smirk beneath his mask.

"Congrats." Jess said with a wave.

"Who's pregnant?" Luke Cage asked as he and the remaining vigilantes walked back to the group alongside the X-Men.

"Apparently the couple of the century." Black Cat said as she perched on top of the wrecked ship. "Hell of time to get knocked up though." She said.

"Ignore her. She just doesn't like kids." Jess said.

"Whatever you say beautiful." Johnny said.

"Dude." Spider-Man muttered.

"What?" Johnny replied.

* * *

**Washington DC**

The Avengers sat on top of the steps of Capital Hill, resting as they assessed their wounds. They were exhausted to say the least. Iron Man sat slumped against a wall, his helmet removed. Falcon was seated on the steps next to an exhausted Carol and She-Hulk. Wanda sat away from them, rubbing her head to relieve the impending headache she was sure to get while Black Panther sat near her. The Pyms sat above them with Jan leaning into her exhausted husband.

Pietro was standing above them, looking at the warriors of Asgard who were conversing with Thor. He turned his gaze away from the god to see a beam of rainbow energy lifting the Destroyer back into the sky where it disappeared.

* * *

"Nat told me you're thinking of quitting." Nick Fury said. He held his missing right arm with his left hand.

"Not quitting. Leaving." Captain America said. He removed his cowl and turned to look at Nick. "The Avengers…not the Ultimates…this is what we were meant for. Stopping things like this. Not causing this. The Liberators attacked us because we performed armed interventions in nations we had no right to be in."

"You know why we were doing it Cap…we had info that implicated them…and this is what happened."

"Don't try and twist this, Nick." Cap said. "We did it because we were afraid. And this is what fear does to people. All this chaos and death…we can't let it happen again. We need to be independent."

"Country still needs looking after, Steve." Nick said. "Especially now. Hydra's back…the world now knows there are beings out there greater than us…"

"You're wrong, Nick." Steve replied. "The world needs watching. Thor said it himself. This is an Avenger's World."

* * *

"So Cap's really breaking away from SHIELD?" Pietro asked. "Don't get me wrong, it'll be nice not taking orders from government spooks…but what about us?"

"We keep going." Wanda replied. "Our status as ambassadors for Genosha doesn't change."

"It's not that. I mean us." He gestured to the whole team on the steps. "The Avengers…what are we gonna do?"

"We keep going. Like Wanda said." Janet replied. "Cap didn't say anything about breaking up the team. We're just breaking from SHIELD."

"You think you'll be able to do that?" Carol asked. "Don't get me wrong, if you guys are gonna keep saving the world, by all means, I'll sure as Hell sleep better at night. But, how will you keep it going? I mean…the money to fund it all…aren't you two employed by SHIELD?"

"We were." Hank responded. "But it's not like we can't find new jobs. Jan and I still get offers for guest lectures all the time…more so since we came out as super-heroes."

"But if you're gonna keep going, you'll need some sort of financial backing. I mean, the equipment, the meeting rooms…the technology you'll need to keep the Avengers on top will cost a fortune! Who's gonna provide that." Carol continued.

Panther coughed twice, catching the group's attention. They turned to the hero who pointed at the armored avenger sitting on the steps. Iron Man turned his head when he felt the team staring at him. "The mansion has seemed pretty lonely…couldn't hurt to have some roommates for a change."

"Ya got room for two green giants?" She-Hulk asked. "I'm pretty sure I don't want to stick around SHIELD like this." She said, gesturing to her hulked-out form.

Tony smirked. "I can make some phone calls."

"Make it one green giant." The group turned around to see Bruce Banner in his tattered jeans, using a blanket Betty had found for him.

"Bruce!" Hank said standing up.

The scientist waved to his old student with a small smile. "Hey Hank…"

"Bruce, what did you mean bay that?" Betty asked. Bruce looked away from her. "No…" she whispered.

"Bruce?" Jennifer said standing up.

"You're not staying…are you doctor?" T'Challa said. Bruce shook his head.

"Listen Bruce…" Jan started. "You just helped save all of Washington, the whole world saw you protect innocents."

"It doesn't change what I did." Bruce said. "I killed over 800 people in my rampage of New York. I have a long way to go before I can atone for that."

"Then come with us." Tony said. "Join the Avengers. Prove to the world you're not the Hulk."

"Heh…" Bruce chuckled. He stepped away from the group, moving back towards the rubble behind them. "Funny thing is…I always thought me and him were two different people."

"And now?" Betty asked, grabbing his wrist.

"Now I realize we're the same. So I can't join you. May be someday…but for now…one Hulk in America is all you need." He turned to his cousin and smiled. "For once my work actually did some good. Stay safe Jenny."

"Bruce…" Betty said. The brown haired man smiled at her before bringing her in for a kiss, one Betty returned. They finally broke after what seemed like forever.

"Stay safe Betty…I love you." He moved away from her and proceeded towards the demolished buildings.

"Bruce!" Hank shouted.

Bruce turned around. "Can you at least tell us where you're headed?"

Bruce smiled at his friend and former protégée. "I'm going to help a friend." With that said he moved away from the group, walking over the rubble and disappearing into the clouds of smoke that surrounded the still burning city.

* * *

Natasha Rominoff sat next to her best friend as she watched Captain America talking to Nick Fury. "No sign of him, right?" Nat said as Hawkeye leaned against the broken wall that the redhead was sitting on.

"The Winter Soldier split. If Cap did knock him out on the White House lawn, he's not there anymore. And neither is Crossbones."

"Clint…"

"You haven't told him have you?" Hawkeye said. "Fury will become the scapegoat for this. We all know that. He'll go underground. Have you told Cap you'll be going with him?"

"No." Nat said, looking down at the ground.

"You could always stay." Clint said.

"Then who'd keep you all in the loop? Who'd make sure that Fury didn't cross anymore lines? I need to be there…Fury needs an Avenger…and I'm not cut out for the whole hero thing."

"You did a pretty good job today…the family would've been proud." Hawkeye whispered.

"Clint…there's something I need to show you." The Russian said.

* * *

"It's good to see you again, Odinson!" Volstagg exclaimed, embracing his old friend.

Thor returned the hug with just as much enthusiasm. "I missed you as well Volstagg! I feared the worst when Amora erased you from that restaurant."

"Aye, she sent me to the Isles of Silence! Lucky me, Heimdall saw me and rescued me!"

"Maybe we should change your name to Volstagg the fortunate!" Fandral joked.

Loki smirked at the familiar scene and turned away. He walked past the army and away from the other warriors. Thor saw his brother leave and brushed past the Warriors Three. He flew over the other soldiers and landed behind his brother.

"Loki!" he shouted. The trickster stopped and sighed. He turned around slowly to see his brother smiling at him. The God of Thunder opened his mouth to speak.

"Don't say it." Loki snapped, causing Thor to pause. "Do not say 'thank you'. Do not say 'I'm proud of you' or 'you did the right thing'. Just don't say it."

"Loki…please…" Thor said. "I just wanted to say…your fly was down the entire time."

"Wha-?!" Loki muttered looking down at his crotch to see if his pants were actually undone. He looked in disbelief as he saw his pants were actually zipped up. He glared up at his brother who now had a wide grin on his face.

"What? I thought you liked tricks." He said with a grin.

"I-I-You! GAH! Screw you!" Loki shouted tossing Gungnir into the Avenger's hand. It did not go unnoticed by the god however, that his younger brother had a small grin on his face as he turned away. Thor watched his brother walk away but turned when he heard his brother Baldur calling out to him.

Loki glanced back at his brother with a small smile before turning back to continue his trek home, his Asgardian army fading away in a shimmer of green light. He prepared to teleport before the cold touch of steel found its way to his neck.

Loki glanced over his shoulder to see Sif holding her blade to his throat. "Hello Sif…how are y-!" the warrior Goddess pressed her blade further into his neck, breaking the skin and creating a small cut on his throat. Blood trickled down the blade while Sif glared at Loki.

"Easy Sif…" Loki said. "Do you really want to do this? Think about th—guh!" the blade was pressed even harder into the teen's neck.

"I really do." She muttered in silent rage. "Baldur and Thor may have forgiven your treachery…"

"You forgot the queen as well." Loki added. Sif snarled

"But I have not!" She kept the blade up against his throat while she continued to speak. "I know trusting you is a mistake! And for that I know it is my duty to eliminate you where you stand!"

"Funny…I though you said sneaky tactics had no honor…and you're all about honor…aren't you?" Loki said with a sly grin. Sif hesitated for a moment and Loki grinned.

Sif saw the smirk and pushed the blade through the trickster's throat, only to see an emerald glow engulf the body. Before she could react, a cold blade found its way to her neck. She looked over her shoulder to see Loki smirking with a knife to her throat.

"You were really going to kill me." Loki mused.

"You're the enemy of Asgard! You may ware a new guise…but at your core you're still the same old Loki that brought our world crashing to the ground!"

"Interesting…"Loki muttered. He gripped her hair and jerked it back, causing Sif to snarl in pain. "Because I seem to remember a certain warrior who could've stopped all of it…if she had just heeded the advice of a hopelessly smitten maiden."

"W-what are you talking about?" Sif snarled. Loki smirked and threw her forward.

"You know what I'm talking about. My memories are pretty blurry…but I remember Ragnarok just fine. Amora was my student…and occasional nighttime pleasure." Loki said with another crude smile. "But despite that…when she realized the scope of my plan…she went to you for help. She offered to tell you all about it…to betray me. If she could be with Thor. But you refused…because you were in love with Thor."

Sif gripped her sword tightly, her fist shaking in rage. "You could've stopped the death of everyone on Asgard. But you selfishly ignored Amora, just so you could fuck my brother. So tell me…who's the real villain here?"

"You…traitorous bastard!" she screamed. Loki snickered and walked past her.

"Fair warning though…if you, or any Asgardian threaten my new home…my family…I'll bring a new Raganrok down upon you all."

Sif pointed her blade at the trickster's back while he continued to walk away. "Thor will stop you if you so much as think about it!"

"Really? It's no mystery which side Thor would choose. The ancient home of beings to selfish to aid a world they abandoned? Or the world of mortal heroes braver than any in Asgard? Heroes who helped him when his own kind were running scared. I know who Thor would choose. Have fun with that thought." Loki said. "It was nice seeing you again Sif, tell the others I'll be seeing them never!" he waved back.

Sif could do nothing but watch as her target disappeared in a shimmer of emerald light. She slammed her sword into the ground with an enraged snarl. "Loki I swear…" she hissed. "I'll make you pay for everything!"

* * *

Natasha Rominoff dropped down into the SHIELD bunker with barely a sound. She gripped her side pistol before stepping forward to continue through the dark. She stepped around a corner and punched in the door's security code, opening the mechanical door.

**BABABABABAAANGG!**

Widow dove to the side to avoid the hail of gunfire that shredded the door behind her. She pinned herself against a wall as the bullets continued to tear apart the room.

"FRANCIS PALADIN! PALADIN!" Nat screamed over the hail of bullets. The rain of bullets ceased as the shooter heard the code phrase. A lone figure emerged from the back of the room.

"A-Aunt Nat?" Francis Barton asked as he held the machine gun tentatively in his small arms. His once blonde hair was now stark white from shock of what he saw.

"It's me kiddo…" Natasha said as she walked around the table she been using for cover. The boy dropped his rifle and ran to her, wrapping her waist in a hug. The Russian spy returned it with as much enthusiasm.

She reluctantly parted from him and knelt down so she was at eye-level. "Francis…"

"Are they dead?' the boy asked fearfully. "Is m-my family dead?!" he cried.

"Francis." A new voice said. The two inhabitants of the bunker turned to see a man garbed in a purple costume step out into the light. Hawkeye pulled down his face mask.

"DADDY!" Francis shouted before tackling his father in a hug. Hawkeye grabbed his son in a tight embrace as tears spilled from his eyes.

"Thank you god…thank you!" he sobbed as he held his little boy in his arms. "Thank you for keeping my boy alive…thank you Nat." he said looking up at his longtime friend.

Nat simply smiled at the scene of a father holding his only child.

* * *

Bruce Banner stumbled through the wreckage of the decimated streets and walked towards a crushed bus. He stepped through the vehicles door to see a lone man in a tattered trench coat.

"Rick?" he asked. The man turned his head, revealing the bruised face of one Rick Jones.

"B-Bruce?"

"Yeah, buddy. I'm here. Come on." He said helping the man to his feet. He helped him stand before putting his arm around his shoulder. "Just hang on. We'll be there in a few days at most."

"W-where?" Rick slurred.

"Somewhere we can both find peace. We're going to Tibet."

* * *

**Two Weeks Later, New York City**

Tony Stark walked down the almost fully repaired halls of Stark Industries main tower. He walked past several painters as Pepper Potts trailed behind him with a small folder of papers.

"You've got a new press conference set up for the afternoon at the top floor of Roxxon—"

"Reschedule. If they asked, tell them Avenger's emergency." Tony replied taking a paper from his lovely assistant and skimming it. "And set it for next week, I want Roxxon to sweat a little. With all the heat from those illegal experiments they should really lower their by out cost."

"The Avengers excuse is only gonna work so many times, Tony." Pepper said. "may you should save it for actual emergencies."

"Oh it's not an excuse. We're making the big announcement. With the Liberators either dead or in custody, the countries that backed Hydra, unintentionally, are rather eager to be hearing we're not government lap dogs anymore."

"Wont' the President feel like that's treason or something?" Pepper asked as the two walked into Tony's newly built office. "I mean, I can't imagine SHIELD being to happy with all this."

"Oh, on the contrary, Fury and the President were more than happy to let us go when we got the new deal. We've been sanctioned by the United Nations, with no small thanks from the EU. Now SHIELD doesn't have to worry about public backlash and all those billions used to fund us are coming out of my pocket instead of the taxpayers. Imagine how'll that'll help the president's campaign."

"Quite a bit I can imagine. Is Fury really okay with all this? He'll probably be the scapegoat for all this. Head of SHIELD couldn't stop a country wide invasion."

"No. He knows he'd done for. Knowing him, he'll be underground in the next month. Shame too. As much grief we gave him, we actually felt a bit safer knowing he was the one in charge. Now…I don't know."

Tony leaned against the glass of his new office and sighed. "Tony…Rumiko's funeral is in the next week. Her family will be burying her in their ancestral home. Should I book you a flight?"

"Yeah…if Cap or the others call…just…tell them." He said.

"Yes sir." Pepper responded. "Is there anything else you'll need Mister Stark?" she asked in the most professional voice she could muster, which for her wasn't hard.

"No. Thank you Miss Potts." Pepper nodded and left the room. Tony turned around and opened a drawer on his desk and pulled out a glass cup and a bottle of whiskey. He popped it opened and poured himself a drink.

* * *

**SHIELD BUNKER**

Phil Coulson walked down the steps of the bunker to see Nick Fury laying down against an operating table. The former director of SHIELD was now being outfitted with a new bionic arm. The one-eyed spook looked up to see his right hand-man walking into the room with a heavy briefcase. "I take it your trip to the Arctic was...beneficial?"

"You could say that." Coulson responded as he set the case down and opened the case as a small metal sphere covered in circuitry. "We used a design acquired from the Baxter Building. The energy it gave off was beyond anything we've ever recorded."

"Does Panther know about it?" Fury asked, picking up the sphere with his left arm.

"He doesn't know what it is. But I know he's more than a little curious."

"He was bound to figure it out anyway." Fury said before he clicked the sphere. the mechanical device slowly began to unfold until it opened to reveal a glowing red gem."The Reality Gem...that's what the entity called it when you found him, correct?"

"Yes. From what SWORD has told us, the creature was a Kree scout. Whoever he stole it from is bound to come looking for it."

"Too bad." Fury said. "Because I think we might have a use for this one."

* * *

**Stark Mansion**

Throngs of reporters and cameramen swarmed the newly christened Avenger's Mansion. Vans with various news insignia crowded the streets while several SHIELD agents stood at the front of the stage to hold back the army of people.

On the stage stood the Avengers. In the Center was Wasp, the newly sanctioned leader. Beside her was a man in an all yellow and black suit with red lenses covering his black cowl. Yellow Jacket stood next to his spouse in his all new guise (Ultimate Yellow Jacket Uniform). Hank Pym turned to his wife with a small grin, which she wholeheartedly returned.

Beside Pym stood Iron man in his red and grey armor, his blue repulsor core burned bright. Next to him was Thor, whose hair was now tied up in a loose ponytail that was framed by two should pads connected to his new gauntlets. Mjolnir hung from his waste.

Beside Wasp stood Captain America in his red and blue uniform, his shield resting proudly on his left arm. Next to him stood the Black panther who was stoic in his appearance.

Hawkeye stood behind Iron man and Thor. Beside him was Quicksilver, flanked by the Scarlet Witch and their two newest additions.

One was a large green woman in a one piece white and purple leotard. Jennifer Walters stood proudly as the She-Hulk. Next to her was a shorter woman with blonde hair styled in a Mohawk like fashion thanks to her red cowl helmet. Her costume was a mix of red and blue with a yellow star centered on her chest. Binary smiled at the crowd of people that surrounded the podium.

Wasp stepped forward to address the crowd and was immediately bombarded with camera flashes and questions from all the reporters. While this was happening Hawkeye leaned over to Iron Man.

"Where's Falcon? I thought Cap offered him a spot on the team, guy earned it."

"He said he'd love to. But he's underground with Widow and Fury. War Machine went with them, but I haven't heard anything new yet. Last I heard was Cap asked them to hunt a ghost story."

"What?" Thor asked waving to the crowd that still bombarded Wasp with questions.

"Something about hunting a guy named Winter Soldier." Iron Man said.

Hawkeye glanced back at Cap who had an unreadable expression on his face. "Is that so?" the archer muttered.

"Everyone if you'd please hold your questions until the end. We're here to make an announcement which I'm sure you've all heard rumors of. Yes, the Avengers will no longer be working for SHIELD or solely the US government. Instead, we've been fully sanctioned by the United Nations to help in peacekeeping, natural disasters, and terrorist threats. We are not the world's police…we're just the heroes that'll keep it spinning. Now then…any questions?" she asked with a grin.

* * *

**And done! This one is definitely one of my favorite stories and I look forward to bringing you Avengers 3! Otherwise known as All-New Ultimate Avengers! Here's the summary!**

**Watch as our heroes reel from the devastating after affects of Ultimate Avenger's 2! With the Avengers now estranged from SHIELD, the world is a new place with new villains new allies will lead by Nick Fury, the Secret Avengers! Cameos will be numerous from Spider-Man to Wolverine and even the Inhumans!**

**Until next time!**


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